SIR GEORGE MONOUX COLLEGE CORPORATON BYE-LAWS

SIR GEORGE MONOUX COLLEGE
CORPORATON
BYE-LAWS
Revised and Approved July 2013
1
TABLE OF CONTENTS
Section Title of Section
No.
Interpretation of Terms Used
1
Composition of the Corporation
2
Procedure for Appointment of Members of the Corporation
3
Election of Chair and Vice-Chairs of the Corporation
4
Declaration of Financial and Other Personal Interests by Members of the
Corporation and Others
5
Observers at Meetings of the Corporation and Committees
6
Delegation of Powers by the Corporation
7
Clerk to the Corporation
8
Committees of the Corporation
9
Meetings
10
Rules and Procedures Relating to the Conduct of Meetings
11
Criteria for Reserved Business
12
Minutes, Agendas and Papers
13
Rules for the Conduct of the Search & Governance Committee
14
Statements on Behalf of the Corporation
15
Corporation Expenditure
16
The Seal
17
Removal from Office of Members of the Corporation
18
Termination of Office of Members of the Corporation
19
Resignation from Office of Members of the Corporation
20
Payments to Members of the Corporation and the Clerk to the
Corporation
21
Appointment, Discipline, Grievance, Suspension and Dismissal of Senior
Post-Holders and the Clerk to the Corporation
2
22
Scope of, and Limitations on, Appeals to the Corporation by College
Staff (other than Senior Post-Holders), and the Proscription of Appeals
to the Corporation by, or on behalf of, Students of the College
23
Complaints Against the Corporation and the Clerk to the Corporation
24
Retention of Documents in Printed and Electronic Format
25
Copies of the Bye Laws and Their Appendices
APPENDICES
Letter
Title
A
Procedure for the Election of Staff Nominee Members of the Corporation
B
Terms of Reference: Corporation
C
Terms of Reference: Audit Committee
D
Terms of Reference: Quality and Performance Monitoring Committee
E
Terms of Reference: Remuneration and Appraisal Committee
F
Terms of Reference: Resources Committee
G
Terms of Reference: Search & Governance Committee
H
Terms of Reference: Committees (Other Than Those Relating to
Appointments) Concerning Senior Post-Holders and the Clerk to the
Corporation
J
Generic Terms of Reference for Committees
K
Persons Ineligible for Appointment to, Re-Appointment to, or
Continuing Membership of the Corporation
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INTERPRETATION OF TERMS USED
These interpretations shall apply to the Bye Laws, and to the appendices cited in
the Bye Laws.
Chair of the
Corporation
Except where otherwise stated, or where the interpretation
would be unreasonable, references to the Chair of the
Corporation shall include the Vice-Chair of the Corporation
acting in place of the Chair when the latter is unavailable or
for other good reason or, where more than one Vice-Chair has
been appointed, the Senior Vice-Chair of the Corporation so
acting. It shall also include any member appointed as Acting
Chair of the Corporation in the event that the Chair of the
Corporation is granted leave of absence from the business of
the Corporation, and mutatis mutandis (see below) any
member acting as her/his alternate as provided heretofore.
Meeting
Persons entitled to count towards the quorum, participate in
discussion and take decisions, whether by voting or otherwise,
either present in one venue or observable to each other by
telephone or video-conferencing facilities in more than one
venue such that each person can be identified, heard and
addressed by all other persons at all times. Where persons
are present in more than one venue, the meeting shall be
deemed to have been held in any venue in which at least one
person was present.
Business at meetings shall not be
invalidated if, because persons are present in more than one
venue, it is not possible to hold a poll, or for all members to
participate in a poll, but members shall take account of this
limitation when reaching decisions by this means and polls
shall not be used for oppressive purposes or with the
intention, as perceived by a reasonable person, of preventing
the participation of any member.
Minutes
Minutes shall refer to a document intended as the written
record of a meeting and prima facie evidence of the
proceedings to which it relates, but it shall not thereby be
construed that there is a requirement to produce minutes.
Mutatis Mutandis
Literally “the things that should have been changed having
been changed” or, in other words, taking due regard of the
different conditions attending different contexts. It connotes
that details have been changed to reflect altered
circumstances, but that all matters of substance and principle
remain unchanged; the reader should note any circumstantial
differences from the original and take them into consideration.
Notice in Writing
Notice in writing with reference to members of the Corporation
may include notice by email to or from addresses which have
been previously notified to the Clerk to the Corporation by the
member or members as being appropriate for email
correspondence, or which have been used by them
consistently for such correspondence such that they can be
deemed appropriate.
These email addresses may therefore
be used by the Clerk to the Corporation for giving notice to
members of the Corporation or for responding to notices
received from members (whether or not received in the form
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of emails). Use of email for the purpose of giving notice in
writing shall not exclude the additional use of printed copy in
relation to the same notice.
Parent Nominee
Member
Has the meaning given to the term “parent member” in the
Instrument of Government.
Staff Nominee
Member
Has the meaning given to the term “staff member” in the
Instrument of Government.
Student Nominee
Member
Has the meaning given to the term “student member” in the
Instrument of Government.
Where applicable, all other interpretations of terms used shall conform to those
expressed in the Instrument & Articles of Government for Sir George Monoux
College.
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1. COMPOSITION OF THE CORPORATION
1.1
The Corporation shall consist of fifteen members (or fourteen members, if the
Principal chooses not to be a member), nine of whom, known as “independent
members”, shall be directly appointed by the Corporation in its own cognisance.
The remaining six members (or five members, if the Principal chooses not to be a
member) are appointed to the following categories:
No.
Method of
Appointment
Category
Description
Staff Nominee
Nominated separately and
respectvely by all academic
and non-academic staff of the
College by election
2
Appointed by
Corporation on
nomination by staff
Student
Nominee
Nominated by the Student
Council
2
Appointed by
Corporation on
nomination by the
said body
Parent
Nominee
Nominated by a recognised
body representing parents of
students at Sir George
Monoux College
1
Appointed by
Corporation on
nomination by the
said body.
1
Ex officio member
(at her/his option)
Principal
1.2
The maximum term of office for members is four years, except that the College
Principal (if s/he chooses to be a member) holds office for the tenure of her/his
principalship, and student nominee members and parent nominee members hold
office for a period of one year.
1.3
A member retiring at the end of her/his term of office is eligible for
reappointment, except that no member shall ordinarily serve for more than eight
continuous years unless in the opinion of the Corporation its interests are best
served by an extension of the member’s tenure.
A person who has ceased to be a member of the Corporation for a period of at
least two years may be appointed to membership in accordance with the
procedures attending members directly appointed by the Corporation.
1.4
A member who ceases to be eligible to hold office as a member of the Corporation
owing to circumstances set out in Appendix K: Persons Ineligible for Appointment
to, Re-Appointment to, or Continuing Membership of the Corporation shall
immediately give notice in writing of the circumstances to the Clerk to the
Corporation.
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2. PROCEDURES FOR APPOINTMENT OF MEMBERS OF THE CORPORATION
2.1
Members Directly Appointed by the Corporation (Independent Members)
2.1.1
On the occurrence of a vacancy the Search and Governance Committee shall
determine the Corporation’s requirements for skills knowledge and experience
and seek candidates for appointment to fulfill those requirements.
2.1.2
All candidates for direct appointment by the Corporation shall be interviewed by
the Search and Governance Committee in order that an opinion as to their
suitability for appointment may be formed.
2.1.3
All persons seeking re-appointment to the Corporation under Clause 1.3 above
may also be interviewed by the Search and Governance Committee in its absolute
discretion in order that an opinion as to their suitability for re-appointment may
be formed. In any event, persons seeking re-appointment to the Corporation
shall be considered on the basis of the continuing relevance of their skills and, if
relevant, on an equal basis with other candidates having the same or similar skills
who have expressed an interest in becoming members of the Corporation.
2.1.4
The Search and Governance Committee may recommend to the Corporation that
a candidate be appointed.
2.1.5
The Search and Governance Committee may in its absolute discretion decline to
recommend a candidate for appointment, and the person shall not be considered
for appointment by the Corporation.
2.1.6
Where a recommendation to appoint is made, reasons for the recommendation
shall be recorded in the minutes of the Search and Governance Committee’s
proceedings.
2.1.7
The Corporation shall appoint a candidate to membership by the passing of a
resolution stating the name of the appointee and the period of her/his
appointment. An existing member shall be disqualified from voting on her/his own
re-appointment to the Corporation.
2.2
Staff Nominee Members
2.2.1
Members shall be appointed for a period of four years, subject to a test of
eligibility, by the Corporation, following separate elections for nomination by all
academic and non-academic members of the College staff in accordance with the
procedure set out in Appendix A: Procedure for the Election of Staff Nominee
Members of the Corporation.
2.2.2
Any member of the College staff other than the Principal is eligible to stand as a
candidate in the appropriate election, and all members of the College staff other
than the Principal may vote in the approruiate poll. However, where the Clerk to
the Corporation also holds a post within the College, s/he shall also not be eligible
to stand for election nor vote in a poll.
2.2.3
There is no distinction made between full-time and part-time staff in relation to
the election of staff nominee members. For the avoidance of doubt, “staff” in this
section is defined as persons (other than the exclusions set out in this section)
holding a contract of employment with the College on any day during the
proposed polling period and whose names have been entered on the register of
electors used for the election.
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2.2.4
Where there is any doubt concerning which category of staff a person belongs to
(i.e. academic or non-academic), the Clerk to the Corporation shall take advice
from the College’s Human Resources Department, but shall decide in her/his
absolute discretion the register of electors on which the name of the person shall
be included.
2.2.5
The Clerk to the Corporation may vote as a proxy for staff members who do not
have access to the College intranet (where a poll is conducted electronically) or
for other good reason.
2.2.6
In the event of a casual vacancy arising for whatever reason, the member of staff
elected will be appointed for a term of four years.
2.2.7
In the event that no candidate offers her/himself for election, the Chair of the
Corporation in her/his absolute discretion shall seek a volunteer for nomination
from among the eligible College staff.
2.3
Student Nominee Members
2.3.1
Members shall be appointed for a period of one year or to fill the unelapsed
portion of a year, subject to a test of eligibility, by the Corporation, following
nomination by the Student Council of Sir George Monoux College in accordance
with any procedure adopted by the Council.
2.3.2
In the event that no student is nominated, the Corporation shall so far as is
reasonably practicable circulate to all students, which may be by email to their
College addresses, a notice of the vacancy and advise the Student Council of any
expressions of interest for the purposes of nomination.
2.4
Parent Nominee Members
2.4.1
Members, who shall be parents of full-time students aged under 19 on the date of
appointment to office, shall be appointed by the Corporation for a period of one
year (commencing 1 August) or to fill the unelapsed portion of a year to 31 July,
subject to a test of eligibility, following nomination by a recognised body
representing parents of students at the College in accordance with any procedure
adopted by that body.
2.4.2
In the event that no parent is nominated, the Corporation shall so far as is
reasonably practicable circulate, using any method decided by the Corporation, to
all parents a notice of the vacancy and advise the said representative body of any
expressions of interest for the purposes of nomination.
2.5
Principal
2.5.1
At her/his option, the Principal is a member of the Corporation for the period of
her/his tenure of office.
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3. ELECTION OF CHAIR AND VICE-CHAIRS OF THE CORPORATION
3.1
The Corporation shall elect a Chair and up to three Vice-Chairs from among the
members of the Corporation to serve for a period of twelve months (commencing
1 August) or unelapsed portion thereof in the event of a casual vacancy. If only
one Vice-Chair is elected, that person shall ordinarily deputise for the Chair of the
Corporation in the latter’s absence or unavailability. If more than one Vice-Chair
is elected, one of them shall be designated Senior Vice-Chair of the Corporation
and that person shall ordinarily deputise for the Chair of the Corporation in the
manner described.
3.2
Any member, except the Principal staff nominee members and student nominee
members, holding office at the time of the election, and prospective office for the
entire period of the appointment, is eligible for election as Chair or as a ViceChair.
3.3
Where elections take place at the same meeting they shall form separate but
consecutive business on the agenda, the election of the Chair preceding that of
any or all Vice-Chairs.
3.4
The Clerk to the Corporation in the capacity of Returning Officer shall take the
Chair for these elections.
3.5
The Clerk to the Corporation shall give notice of the elections to all members of
the Corporation (either as an item of advance business on a Corporation meeting
agenda or otherwise, and either as hard copy or in electronic format), and shall
seek nominations for Chair and any Vice-Chair on the prescribed forms to be
submitted to her/him in the prescribed manner not later than 1.00pm on the date
prescribed, which shall be the only nominations considered by the Corporation
except that, in the event that none is received, they shall be sought at the
meeting.
3.6
Members may nominate themselves, or consent to be nominated by another, for
election as Chair or any Vice-Chair, but not to more than one office in the same
year (unless to fill a casual vacancy). In any event, a serving Vice Chair shall
resign her/his office if seeking election to the office of Chair. Similarly, a serving
Chair shall resign her/his office if seeking election to the office of any Vice-Chair.
For the avoidance of doubt, no member may at any time hold more than one
office.
3.7
If nominating another member of the Corporation to the office of Chair or any
Vice-Chair, members shall only do so after making reasonable enquiries as to the
person’s willingness to stand for election, and the Clerk to the Corporation shall be
entitled to make such enquiries as s/he considers necessary to confirm such
willingness. For the avoidance of doubt, although prohibited from standing for
election, the Principal, staff nominee members and student nominee members are
permitted to nominate candidates and to vote in a ballot.
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3.8
If more than one candidate is proposed for appointment as Chair or any ViceChair, a secret ballot shall be conducted at the meeting by the Clerk to the
Corporation using prepared ballot papers wherever possible, the outcome to be
decided by a simple majority of members present and voting. All members,
including candidates for office, shall be entitled to vote, and candidates for office
shall be entitled to vote for themselves. In the event of a dispute as to the
validity of a vote or for whom it was cast, the Clerk to the Corporation in her/his
capacity of Returning Officer shall take account of any representations made by or
on behalf of the candidate or candidates, but shall adjudicate the matter in her/his
absolute discretion.
3.9
In the event of there being an equal number of votes cast in the election for any
office, a further secret ballot shall be conducted immediately in accordance with
the rules set out in 3.8 above which, if still resulting in an equality of votes, shall
be succeeded by the drawing of lots by the Clerk to the Corporation in any
reasonable manner which s/he proposes.
3.10 There shall be no postal balloting arrangements (including email), nor shall
members be permitted to vote by proxy. Where members are present at a
meeting by virtue of a telephone or video conferencing link, they shall not be
permitted to vote in a ballot.
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4. DECLARATION OF FINANCIAL AND OTHER PERSONAL INTERESTS BY MEMBERS OF
THE CORPORATION AND OTHERS
4.1
No member shall take or hold any interest in any property held, or used for, the
purpose of the College.
4.2
On appointment and on each 1 January thereafter, or at such other times as the
Chair of the Corporation or the Clerk to the Corporation may require, members
(other than student nominee members under the age of 18) and other persons
noted in 4.16 below shall complete and sign a declaration of interests on their
own behalf and that of any connected persons (as defined in English law), which
shall disclose all relevant interests (financial and non-financial) and in particular
shall state the nature and extent of any financial interest, actual or expected, in
the supply of work or goods to or for the purposes of the College, any contract or
proposed contract concerning the College or any other matter relating to the
College. The Chair of the Corporation or the Clerk to the Corporation may at any
time require an individual member or members of the Corporation to complete
and sign a declaration of interests in the terms set out in this paragraph without
imposing a similar requirement on all members.
4.3
For the purpose of this section, relevant interest means any interest which
might reasonably be held to give rise to a potential conflict of interest with the
person’s role as a member of the Corporation or, if undeclared, give rise to the
reasonable suspicion on the part of any person that the member may not be
acting solely in the Corporation’s best interests.
4.4
For the purpose of this section, financial interest is defined as any form of
remuneration, enhancement of salary, share allotment, performance-related
benefit or any other income or reward (whether in cash or in kind) received or to
be received (either actually or potentially) which may profit an individual member
or
that
individual
member’s
spouse/partner,
parent,
child/stepchild,
spouse’s/partner’s parent, partner’s child, child’s or stepchild’s spouse/partner,
partner of a partner’s child or the business partner (whether or not formally
established as a partnership) of any of the foregoing, or any other person who
might reasonably be regarded as a connected person.
4.5
For the purpose of this section, non-financial interest means any interest not
covered by the definition in 4.4 above, including but not limited to any form of
enhancement of status reputation or influence of a member of the Corporation or
a connected person (as also described in 4.4 above) in any context other than
that of the Corporation, the College or any subsidiary undertaking of the
Corporation or College.
4.6
Members shall be responsible for determining whether declarations on behalf of
connected persons need to be made, and neither the Clerk to the Corporation nor
any other person shall be bound to make enquiries in this regard.
4.7
Members shall make reasonable enquiries of connected persons to determine the
nature and extent of any financial and/or non-financial interests to be declared,
and neither the Clerk to the Corporation nor any other person shall be bound to
make enquiries in this regard.
4.8
Failure to complete a declaration of interests shall result in the suspension of a
person from membership of the Corporation and her/his removal from office
(whatever her/his category of membership) if the omission is not promptly
remedied following notice from the Clerk to the Corporation.
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4.9
The submission by a member of a false or incomplete declaration of interests
(including a false or incomplete declaration on behalf of a connected person as
defined in 4.4 above) shall be grounds for her/his removal from membership of
the Corporation (whatever her/his category of membership). If, as a result of
lodging a false or incomplete declaration of interests, a member of the
Corporation or a connected person has, or is reasonably thought to have, profited
from such membership, the circumstances shall be reported immediately to the
Secretary of State (howsoever the office may be called), or her/his nominee, by
the Clerk to the Corporation, even if restitution has been made.
For the
avoidance of doubt, “incomplete declaration of interests” is defined as failure to
lodge a declaration or failure to complete all of its sections, or to disclose the full
extent of a relevant interest in relation to any of its sections.
4.10
Members who have declared a financial interest shall withdraw from any meeting
(including committee meetings or other meetings, howsoever called) for the
discussion of business relating to their interest.
4.11
Members who have declared a non-financial interest shall, if required by a simple
majority of the other members present and voting, withdraw from any meeting
(including committee meetings or other meetings, howsoever called) for the
discussion of business relating to their interest, but in the absence of a direction
to withdraw shall be entitled to be counted towards the quorum, speak in the
discussion and participate in the decision.
4.12
Members are not prevented from considering and participating in decisions
concerning the insurance of members of the Corporation against liabilities
incurred by them arising out of their office or the Corporation obtaining such
insurance and paying the premium.
4.13
The Clerk to the Corporation declaring a financial or non-financial interest shall
withdraw from the meeting for the consideration of business to which her/his
interest relates, and the members present shall appoint from among their number
a person other than the Principal to take the minutes. If the Clerk to the
Corporation has an interest in business relating to her/his own office s/he shall be
treated as set out in section 7 below, and the Corporation shall make all
necessary arrangements attending such circumstances.
4.14
The Chair of, or other person presiding at, any meeting (including committee
meetings or other meetings, howsoever called), declaring a non-financial interest
but not being required to withdraw, shall surrender the Chair or presiding role for
transaction of the business to which the interest relates.
4.15
All observers attending a meeting of the Corporation or any committee thereof
who have been required to complete a declaration of interests, shall withdraw
from consideration of any business to which such interests (financial or nonfinancial) relate.
4.16
In addition to members of the Corporation the following persons shall complete
and sign a declaration of interests: co-opted committee members, the Principal
(if not a member of the Corporation), other senior post-holders (if any), directors
of subsidiary undertakings (if any, and if not themselves members of the
Corporation), the Clerk to the Corporation (including a temporary Clerk).
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4.17
The Clerk to the Corporation shall advise the Chair before a meeting and, if
necessary, draw the matter to the attention of the member or other person
concerned if, based on a prior declaration of interests, there is a matter relating
to her/his interest arising on the agenda.
4.18
In addition to the requirement for periodic written declarations of interest, there
shall be a standing item on the agenda of each meeting (including committee
meetings or other meetings, howsoever called, and whether or not the agenda is
in written form) for declaring interests relevant to the business being transacted,
and the incidence of any such declarations shall be set down in the record of the
meeting. Failure to declare an interest in accordance with the provisions of this
paragraph shall be treated mutatis mutandis in accordance with the provisions of
4.9 above.
4.19
The Code of Conduct for Members of the Corporation also gives guidance on
members’ interests (see paragraph 9 – Conflicts of Interest), and a copy of the
Code shall be supplied to each member, though not to other persons, from whom
a declaration of interests is required.
4.20
The adoption by the Corporation of the Code of Conduct for Members of the
Corporation shall bind each member, including future members, to observe its
terms, and the signatures of individual members shall not be required to establish
this fact.
4.21
Notwithstanding the provisions set out in 4.20 above, the Chair of the Corporation
or the Clerk to the Corporation may, in her/his absolute discretion, require the
signature of an individual member in relation to the adoption of the Code without
imposing a similar requirement on all members.
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5. OBSERVERS AT MEETINGS OF THE CORPORATION AND ITS COMMITTEES
5.1
The following observers are invited to attend meetings of the Corporation and
receive papers (other than those relating to business from which they are to be
excluded) considered at such meetings:
o Vice-Principals
o Associate Vice-Principals
Such persons may be required to withdraw by the Chair of the Corporation, who
shall not be bound to state a reason for the exclusion. For the avoidance of doubt
no other persons, including members of the public shall be permitted to attend
meetings of the Corporation or its committees.
5.2
Observers may be invited to attend meetings of committees of the Corporation
and receive papers (other than those relating to business from which they are to
be excluded) relevant to their attendance in accordance with the schedule set out
at 9.2.6 below. Such persons may be required to withdraw by the relevant chair,
who shall not be bound to state a reason for the exclusion.
5.3
Persons other than those specified in the schedule set out at 9.2.6 below may also
be invited to attend or address Corporation meetings and/or meetings of
committees of the Corporation, and receive papers relevant to their attendance.
Such persons may be required to withdraw by the relevant chair, who shall not be
bound to state a reason for the exclusion.
5.4
Members of the Corporation have the right to attend as observers the proceedings
of any committee to which they have not been appointed (but to which they are
eligible for appointment), and to receive papers relevant to their attendance on
request to the Clerk to the Corporation, but may only participate in the
consideration of business at the invitation of the committee Chair. However, they
may not attend meetings of any committee or panel (howsoever called)
established for the purpose of disciplinary, grievance, suspension, dismissal or
complaint hearings, or appeals in relation thereto.
5.5
Notwithstanding the entitlement (and its limitations) expressed in 5.4 above, staff
and student nominee members shall not be permitted to attend meetings of the
Remuneration and Appraisal Committee as observers.
5.6
Also notwithstanding the entitlement (and its limitations) expressed in 5.4 above,
no member may attend Search and Governance Committee meetings as an
observer for the following business:
o
o
o
o
long-listing or short-listing applicants for appointment to the Corporation;
considering the re-appointment of any member of the Corporation for a
further term;
interviewing applicants for appointment, or existing members seeking reappointment, to the Corporation;
considering the results of such interviews, including making or not making
recommendations to the Corporation in relation to appointments or
reappointments.
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6. DELEGATION OF POWERS BY THE CORPORATION
6.1
The Corporation has delegated powers to its committees in accordance with the
terms of reference approved for them (see Appendices C-J).
6.2
With specific reference to the authorisation and approval of contracts, the
following schedule shall apply:
6.3
o
Contracts valued at £75,000 or over (including VAT), contracts for
collaborative provision (irrespective of value) and contracts for the purchase,
sale or long lease of land or buildings (irrespective of value) shall require the
written approval of the Corporation, as duly minuted, and be signed by the
Principal. The term minuted shall, in this paragraph and in paragraph 6.4
below, be interpreted to include a draft minute approved by the appropriate
Chair (or other member presiding at a meeting) but which has not yet been
formally approved.
o
Contracts valued from £7,501 (including VAT) up to, but not including,
£75,000 (including VAT) shall be signed by an authorised signatory, normally
the Vice-Principal (Corporate Services), countersigned by the Principal and
reported to the Corporation.
o
Contracts valued up to and including £7,500 (including VAT) shall be signed by
an authorised signatory, normally the Vice-Principal (Corporate Services).
With specific reference to the authorisation and signature of purchase orders for
goods or services, the following shall apply:
o
Orders in excess of £7,500 (including VAT) shall be signed by the College
Principal and the Vice-Principal (Corporate Services).
o
Orders in excess of £7,500 (including VAT) where the Principal is the budget
holder shall be signed by the Chair of the Corporation and the Vice-Principal
(Corporate Services).
6.4
With specific reference to the disposal or writing-off of College assets, sums in
excess of £1,500 shall require, in advance, the authorisation of the Corporation or
Resources Committee as duly minuted.
6.5
Competitive tendering shall be conducted in accordance with regulation and shall
observe thresholds set out in the Financial Regulations, but single tendering may
take place in the following circumstances:
o
o
o
o
where there is no evidence of alternative sources of supply;
where specialist attention is needed to extend, repair or refurbish proprietary
or specialist equipment;
where it can be demonstrated on value for money grounds that a previous
contractor should be re-appointed or a contract extended;
exceptionally, in an emergency.
In the event that single tendering is undertaken, such action is subject to the
following approvals:
o
contracts valued in excess of £75,000 (including VAT) shall be approved by
the Principal with the recorded agreement (which may be via email) of the
Chair of the Corporation and the Vice-Chair of the Corporation (or, where
nmroe than one Vice-Chair has been appointed, the Senior Vice-Chair);
15
o
o
contracts valued from £15,001 (including VAT) to £75,000 (including VAT)
shall be approved by the Principal with the recorded agreement (which may be
via email) of the Chair of the Corporation;
contracts valued up to £15,000 (including VAT) shall be approved by the
Principal.
All instances of such departure from normal tendering procedure shall be reported
in the first instance to the Audit Committee and then to the Corporation, detailing
the following:
o
o
o
o
o
6.6
Treasury management shall be conducted in accordance with the following
requirements:
o
o
o
6.7
the circumstances attending the decision not to follow tendering procedures;
the sums involved and the nature of the goods or services purchased;
the name of the supplier and the rationale for the selection of that supplier;
how, in the absence of competition, value for money was achieved;
whether or not the objectives of the purchase were achieved.
the Principal (or her/his nominee) shall submit for approval to the Corporation
in the first instance, an annual forecast of surplus funds for the next financial
year, loan repayment requirements for the year and a strategy for investing
surplus funds;
the results of investing funds and the repayment of capital and interest will be
reported termly to the Corporation;
new proposals for raising capital finance shall be submitted for approval to the
Corporation showing the impact of forecast interest rates on these proposals,
the proposals for interest rate management, the security arrangements and
the principal terms and conditions.
The Chair of the Corporation may suspend from duty a senior post holder or the
Clerk to the Corporation for misconduct or other good and urgent cause, which
suspension shall be reported in writing to the Corporation by the Chair within two
working days or as soon thereafter as is reasonably practicable.
16
7. CLERK TO THE CORPORATION
7.1
The Corporation shall appoint a suitably qualified and experienced person to serve
as Clerk to the Corporation (hereinafter called “the Clerk”).
7.2
In the absence of the Clerk, the Corporation shall appoint a suitably qualified and
experienced person, who shall not be a member of the Corporation, as Acting
Clerk to the Corporation and, where reasonable, all references in these Bye Laws
to the Clerk shall be deemed to include the Acting Clerk.
7.3
In circumstances where the Clerk is deemed interested in the proceedings of the
Corporation or any committee thereof, and where the proceedings are reasonably
regarded as of significant moment (e.g. concerning the competence, conduct or
dismissal of the Clerk), the Corporation shall appoint its legal advisers (or other
legal firm having equivalent status and experience) to act as Clerk.
In
circumstances where the Clerk has, for whatever reason, been suspended from
her/his duties, the Corporation shall appoint its legal advisers (or other legal firm
having equivalent status and experience) to act as Clerk for the period of the
suspension, and such firm shall exercise all the powers and responsibilities of the
Clerk as set out in the Instrument of Government and these Bye Laws.
7.4
The Corporation shall be permitted to appoint a member of College staff with
other responsibilities to the post of Clerk, in which case s/he shall in the post of
Clerk be employed on a separate contract of employment. However, in the event
that a senior post-holder is also appointed to the office of Clerk, s/he shall not be
a senior post-holder in relation to the appointment as Clerk.
7.5
The Clerk, whether or not appointed solely in that role, shall be entitled to attend
any meeting of the Corporation, its committees or any other body set up by the
Corporation for the conduct of business of any kind, howsoever called, except
s/he shall not be entitled to be present when the terms of her/his own
appointment or remuneration (whether in the office of Clerk or otherwise) are
being discussed or where s/he has a conflicting interest (e.g. under circumstances
set out in 4.13 above).
7.6
Where the terms of the Clerk’s appointment or remuneration (whether in the
office of Clerk or otherwise) are being discussed, the Clerk shall withdraw from
the meeting and minutes of the proceedings shall be taken by another member of
the Corporation present (other than the Principal).
7.7
The Clerk shall be accountable to the Secretary of State (howsoever the office
may be called) or her/his appointee for such matters as may from time to time be
specified under regulation.
7.8
The Clerk shall otherwise be accountable to the Corporation as a whole (though
not to any individual member thereof), but in the exercise of that accountability
shall liaise with the Chair of the Corporation. For the avoidance of doubt,
notwithstanding that s/he may be an employee of the College for the purposes of
legislation and rules including but not limited to those relating to employment
occupational pension provision and the deduction of income tax and national
insurance contributions, the Clerk shall not be accountable to any officer of the
College and, if also holding a College post under a separate contract of
employment, shall not be accountable to any officer of the College in respect of
exercising the powers duties and responsibilities of the office of Clerk.
17
7.9
The Clerk shall, on her/his own behalf and on behalf of members of the
Corporation, have independent access to external legal or other professional
advice relevant to the duties of the office and resources shall be made available
for this purpose. If seeking the advice on her/his own behalf, s/he shall act in
her/his absolute discretion.
7.10
The Clerk is responsible for the organisation and proper conduct of the
Corporation’s business, in which respect s/he shall exercise the following principal
responsibilities:
o
the provision of independent legal and procedural advice, particularly relating
to the regulatory framework of governance, attendant legislative requirements
and governance best practice;
o
the management of all matters (in consultation as necessary with the Chair of
the Corporation, appropriate chairs of committees, the Principal and
appropriate members of the College staff) in relation to the organisation and
conduct of the Corporation’s business, including the summoning of meetings
and the preparation of agendas and supporting papers;
o
the minuting of meetings, including those of the Remuneration Committee
(except where her/his own remuneration is being considered);
o
the maintenance of records of Corporation membership and the interests of
members, including the confirmation of appointments to membership and
acknowledgement of resignations therefrom;
o
acting as correspondent by authority of the Corporation, and receiving
correspondence on its behalf including legal notices;
o
whether or not subject to approval by the Corporation, the origination,
maintenance and review of documentation relating or referring to Corporation
business, including these Bye-Laws;
o
the oversight of arrangements for storing Corporation documents in a secure
and retrievable manner for such periods as are prescribed in these Bye Laws
from the date of their adoption;
o
the monitoring of the conduct and recording of Corporation business, and the
giving of advice in this regard, to ensure that it is conducted and recorded in
accordance with regulation and good practice, and is secure from valid legal
challenge.
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8. COMMITTEES OF THE CORPORATION
8.1
The Audit Committee is established by regulation, and is conducted in accordance
with accepted good practice for such bodies. Its terms of reference are set out in
Appendix C: Terms of Reference: Audit Committee.
8.2
The Corporation may otherwise establish a committee of the Corporation for any
purpose or function permitted under the Articles of Government, and may
delegate to it responsibilities other than those reserved to the Corporation, the
Principal, the Clerk to the Corporation or the Audit Committee.
Terms of
reference of such committees are set out in Appendices D – J.
8.3
Except where otherwise specified under regulation, the Corporation shall
determine the number of committee members and the terms on which they hold
and vacate office, and may at its option delegate this power to the Chair of the
Corporation.
8.4
Committees may include persons who are not members of the Corporation as coopted members but, subject to the exception stated in 8.5 below, such persons
may not count towards the quorum. Any such persons appointed to membership
of the Remuneration Committee, the Search & Governance Committee, or a
committee established for the purpose of considering and deciding matters
relating to staff discipline or grievance or to dealing with complaints against the
Corporation, shall play no part in deciding those committees’ decisions or
recommendations to the Corporation on matters forming their business.
8.5
A person who is not a member of the Corporation but is appointed as a co-opted
member of the Audit Committee shall count towards the Committee’s quorum,
and is permitted to participate fully in its decisions and recommendations to the
Corporation on matters forming its business.
8.6
Members shall be consulted as to their preferences for appointment to
committees, but the Corporation or, if delegated to her/him the Chair of the
Corporation, shall determine appointments and chairing arrangements in the
overall interest of the efficient discharge of the full range of the Corporation’s
business with which all members shall comply.
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9. MEETINGS
9.1
Corporation Meetings
9.1.1
The Corporation shall meet at least once during each term and at such other
times as it may determine. Its terms of reference are set out in Appendix B:
Terms of Reference: Corporation.
9.1.2
No resolution once passed, whether or not formally proposed as a resolution, may
be rescinded or varied unless its reconsideration appears as a separate agenda
item for a subsequent meeting.
9.1.3
Any member may request that an item of business be included on the agenda by
informing the Clerk to the Corporation to this effect at least fifteen working days
prior to the date of the meeting, and the Clerk shall bring the request to the
attention of the Chair of the Corporation prior to the determination of the agenda.
9.1.4
Meetings shall be summoned by the Clerk to the Corporation who shall send
written notice to members comprising an agenda showing the date time and
venue of the meeting and the business to be transacted together with supporting
papers at least seven clear days ahead of the date of the meeting. However, a
meeting shall not be invalidated by the accidental failure to send or receive such
notice, nor shall it be invalidated if despite the best efforts of, or on behalf of, the
Clerk to the Corporation notice, or any attendant paper, is sent or received with
less than the prescribed notice.
9.1.5
A special meeting may be called at any time by the Chair of the Corporation, or at
the request in writing sent to the Clerk to the Corporation signed by any five
members, or by the Chair of the Audit Committee (in the latter case specifying a
matter falling within the Committee’s remit), and may be called with less than
seven clear days’ notice, if the Chair of the Corporation so directs, on the ground
that there are matters requiring urgent consideration.
9.1.6
All business shall be ordinary business except that which is declared to be
reserved, the criteria and procedures for which are set out in Section 11 below.
9.1.7
Business for discussion shall be starred on the agenda and there shall be a
standing item, Procedure for Business, for receiving and, if appropriate, deciding
all items not for discussion. Any member present, or the Clerk to the Corporation,
may require that business which has not been starred shall nevertheless be
discussed.
9.1.8
The remuneration, conditions of service, promotion, conduct, suspension,
dismissal or retirement of the Principal, the Clerk to the Corporation or individual
staff nominee members in their capacities as members of staff, or the
appointment of his/her/their successor(s) shall always be taken as reserved
business, and the following exclusions shall apply:
20
Subject of Discussion
Persons Required to Withdraw
The Principal
The Principal, staff nominee members,
student nominee members.
The Clerk to the Corporation
The Clerk to the Corporation, staff
nominee members, student nominee
members. The Principal may also be
required to withdraw by the Chair of the
Corporation (or person acting as chair of
the meeting)
Individual
Staff
Nominee Staff
nominee
members,
Members (in their capacities as nominee members.
members of staff)
9.1.9
student
Staff nominee members are required to withdraw, if so determined by a majority
of other members present and voting, from a meeting of the Corporation at which
the appointment, remuneration, conditions of service, promotion, conduct,
suspension, dismissal or retirement of any individual member of staff holding a
post senior to themselves or, at the determination of the Corporation, any post in
which they have a conflict of interests, is being considered and shall in any event
take no part in the consideration of the matter nor vote on any question in
relation to it.
9.1.10 Staff nominee members are entitled to take part in discussion and decisions
relating to the pay and conditions of all staff, or a class thereof, provided that
they act in the interests of the Corporation, but shall withdraw if so determined by
a majority of other members present and voting from consideration of matters
concerned with continuing or prospective negotiations about terms and conditions
of employment if they also act, or are reasonably expected to act, as staff
representatives in such negotiations, whether as recognised trade union officers
or otherwise.
9.1.11 Student nominee members are required to withdraw, if so determined by a
majority of other members present and voting, from a meeting of the Corporation
at which the appointment, remuneration, conditions of service, promotion,
conduct, suspension, dismissal or retirement of any member or prospective
member of staff is being considered and shall in any event take no part in the
consideration of the matter nor vote on any question in relation to it.
9.1.12 A student nominee member under the age of 18 may be present at the discussion
concerning, but shall neither speak nor vote on, proposals for expenditure of
money by the Corporation or under which the Corporation would enter into any
contract or incur any debt or liability, actual or contingent, howsoever arising.
9.2
Committee Meetings
9.2.1
Committees of the Corporation shall meet as frequently as they may resolve or
the Corporation direct, except that the Audit Committee shall meet at least twice
during the academic year, but not in the same term. Committees shall regulate
the start times of their meetings in their absolute discretion, but shall advise the
Corporation in advance of the start times thereby determined.
21
9.2.2
Any committee member may request that business be included on the agenda by
informing the Clerk to the Corporation at least fifteen working days prior to the
date of the meeting, and the Clerk shall bring the request to the attention of the
Chair of the Committee prior to determination of the agenda.
9.2.3
Meetings shall be summoned by the Clerk to the Corporation who shall send
written notice to members, comprising an agenda showing the date time and
venue of the meeting and supporting papers, at least four clear days ahead of the
date of the meeting. However, a meeting shall not be invalidated by the
accidental failure to send or receive such notice, nor shall it be invalidated if
despite the best efforts of, or on behalf of, the Clerk to the Corporation notice, or
any attendant paper, is sent or received with less than the prescribed notice.
9.2.4
All business shall be ordinary business except that which is declared to be
reserved, the criteria and procedures for which are set out in section 11 below.
9.2.5
Items for discussion shall be starred on the agenda and there shall be a standing
item, Procedure for Business, for receiving and, if appropriate, deciding all items
not for discussion. Any member present, or the Clerk to the Corporation, may
require that an item which has not been starred shall nevertheless be discussed.
9.2.6
The Corporation has approved access to committee meetings as follows, subject
to the confidentiality of business, on an observer basis. If the Committee is not
listed below, access to its proceedings by persons other than its members is not
permitted.
Audit Committee
Independent corporation members (other than the Chair of the Corporation, the
Principal and members of the Resources Committee) with notice to the Chair of
the Committee and the Clerk to the Corporation.
Parent nominee member of the Corporation (with notice to the Chair of the
Committee and the Clerk to the Corporation).
Vice-Principal (Corporate Services) - by invitation of the Committee
Chair.
Internal audit service.
Financial statements auditors.
Quality and Performance-Monitoring Committee
All members of the Corporation (with notice to the Chair of the Committee and
the Clerk to the Corporation).
Vice-Principal (Curriculum and Student Development) – by invitation of the
Committee Chair.
Associate Vice-Principals – by invitation of the Committee Chair.
22
Remuneration Committee
Independent corporation members and the parent nominee member (with notice
to the Chair of the Committee and the Clerk to the Corporation).
The Principal (otherwise invited to attend as an observer) shall be excluded from
the Committee’s consideration of her/his terms and conditions of employment, or
those of other senior post-holders to which the value of her/his remuneration is,
or is reasonably thought to be, related, and at the request of the Chair of the
Committee (or other person presiding) from consideration of the terms and
conditions of employment of the Clerk to the Corporation.
Staff and student nominee members shall not be entitled to attend meetings of
the Remuneration Committee.
Resources Committee
Independent corporation members (except those appointed to the Audit
Committee), the parent nominee member and staff nominee members (with
notice to the Chair of the Committee and the Clerk to the Corporation). Student
nominee members are also permitted to attend, but cannot participate in
business described under 9.1.12 above.
Vice-Principal (Corporate Services) - by invitation of the Committee
Chair.
Head of Human Resources (for relevant business) - by invitation of the
Committee Chair.
Search & Governance Committee
Corporation members (with notice to the Chair of the Committee and the Clerk to
the Corporation), except that such observers shall not be permitted to attend for
the long-listing or short-listing of applicants for membership of the Corporation,
consideration of applications for re-appointment from existing members of the
Corporation, interviews of prospective members of the Corporation (or of
Corporation members seeking re-appointment), deliberations relating to such
interviews or to recommendations to the Corporation concerning appointments.
9.3
Schedule of Meetings of the Corporation and Committees
9.3.1
So far as is reasonably practicable, the Clerk to the Corporation shall publish a
proposed schedule of meetings for the academic year for consideration and, if
thought fit, approval at a Corporation meeting held in the preceding Autumn
Term.
23
10. RULES AND PROCEDURES RELATING TO THE CONDUCT OF MEETINGS
10.1
Corporation Meetings
10.1.1
Quorum
10.1.1.1 The quorum shall be 30% of the total membership at any time (rounded up as
necessary to the nearest whole number), consisting solely of members of the
Corporation not declaring an interest in the business to be transacted. For the
avoidance of doubt, vacancies shall not be counted when calculating the quorum.
Also for the avoidance of doubt, members not counting towards the quorum for
particular business (i.e. because of a conflict of interests, or because they are
excluded as provided for in the Instrument of Government and these Bye Laws)
shall not be counted when calculating the quorum.
10.1.1.2 If the quorum for a meeting has not been obtained within half an hour of its
scheduled commencement (unless all members present who would count
towards the quorum agree to a longer period), the meeting shall not be held but
shall be reconvened with reasonable notice on another date.
10.1.1.3 If a meeting becomes inquorate owing to a member or members leaving the
meeting, it shall end immediately, but business transacted before it became
inquorate shall be deemed to have been validly transacted.
10.1.1.4 If a meeting becomes inquorate owing to a member or members declaring an
interest in the business transacted, that business shall not be transacted but
shall be held over to a subsequent meeting, although other business at the same
meeting, whether its transaction precedes or follows the business in relation to
which the interest has been declared, shall be deemed validly transacted.
10.1.1.5 Members present at a meeting which is, or which becomes, inquorate may at
their option discuss matters which do not require to be formally noted or decided
upon, but no record shall be taken by the Clerk to the Corporation (or any
person acting as Clerk) nor by any other person and the discussion shall not
constitute valid business, and in particular it shall not be permitted for notes of
such discussions to be considered and ratified as valid business at a subsequent
quorate meeting but such business shall always be taken ab initio.
10.1.2
Voting
10.1.2.1 As and when requested by any member of the Corporation present or at the
direction of the Chair of the Corporation, issues shall be decided by a simple
majority of votes cast by members of the Corporation present and counting
towards the quorum.
10.1.2.2 In the event of an equality of votes, the Chair of the Corporation shall have a
casting vote, in addition to a deliberative vote, which may be cast at her/his
absolute discretion.
10.1.2.3 Any matter to be decided by a vote shall be put in the form of a resolution,
whether or not amended in the course of discussion, permitting an affirmative or
negative response.
24
10.1.2.4 Voting shall be by show of hands, but a poll shall be held if requested by any
member present or the Chair of the Corporation so directs, which shall be held
immediately and before any other item of business is transacted and which shall
be held under arrangements prescribed by the Clerk to the Corporation. Votes,
whether by show of hands or by a poll, shall be counted by the Clerk to the
Corporation who shall advise the Chair of the Corporation of the result. The
Chair of the Corporation shall announce the result of any vote including a
statement, where appropriate, of how her/his casting vote has been used.
10.1.2.5 There shall be no voting by proxy, nor by way of a postal vote (including email),
nor shall members vote by telephone or video link (unless all members are
continuously audible and identifiable to all other members such that voting may
be securely conducted by members stating Yes or No to the resolution
proposed). In the event of a poll, members present by telephone or video link
shall not be permitted to vote, nor may they request a poll.
10.1.2.6 A member shall not vote in accordance with a mandate, whether or not formally
expressed, given to her/him by any other body or person, but shall at all times
vote in the best interests of the Corporation.
10.1.2.7 Members dissenting from a majority decision shall at their request have their
vote recorded in the minutes of the meeting, though this does not relieve them
of a duty to support the Corporation’s decision for so long as they remain
members and, in relation to reserved business, maintaining any terms of
confidentiality imposed concerning the vote whilst holding, or after relinquishing
or being removed from, membership of the Corporation.
10.1.3
Decisions Between Meetings
10.1.3.1 No decision between meetings shall be taken in relation to the exercise of a duty
incumbent upon the Corporation (i.e. what it is obliged to do when meeting as
the Corporation, and therefore cannot delegate), but only in relation to the
exercise of a power (i.e. what it is permitted to do, and therefore can delegate).
Hence any power delegated to a committee, the Principal or to the College
management generally may be exercised by the party to which it has been
delegated.
10.1.3.2 Any power which is delegable in terms of 10.1.3.1 above, but which has not
been so delegated (or which, if delegated, has not been exercised for whatever
reason), may be exercised on behalf of the Corporation by the Chair of the
Corporation in consultation with the Clerk to the Corporation and is hereinafter
called Chair’s Action. However, there shall be a presumption in favour of
convening an extraordinary Corporation meeting for considering such business
(to be convened, if necessary, with less than seven clear days’ notice) unless
holding a meeting is not reasonably practicable or would be reasonably held to
be disproportionate to the matter concerned, in which case Chair’s Action shall
be reported to the next meeting and taken as business to be discussed.
10.1.3.3 In addition to the provisions of paragraph 10.1.3.2 above, the Chair of the
Corporation shall, in strict accordance with the provisions of Article 4 of the
Articles of Government, be permitted to make a reference to a committee
considering whether or not there is a case for dismissal of a senior post-holder or
the Clerk to the Corporation (or to hear an appeal in its regard), and for the
purpose of construing these Bye-Laws such action shall not be deemed Chair’s
Action but shall be subject to procedures elsewhere set down.
25
10.1.3.4 Decisions between meetings may be determined by postal resolution (including
email) where the matter is urgent and convening a meeting would be
impracticable or disproportionate.
10.2
Committee Meetings
10.2.1
The quorum shall be as specified in the appropriate terms of reference, and rules
concerning the operation of the quorum which apply to Corporation meetings
shall also apply to meetings of committees.
10.2.2
Rules concerning voting which apply to Corporation meetings shall also apply
mutatis mutandis to meetings of committees.
10.2.3
No decisions on matters delegated to a committee may be taken by members of
that committee between meetings, but shall be taken in accordance with the
procedure set out in 10.1.3.2 above.
26
11. CRITERIA FOR RESERVED BUSINESS
11.1
These criteria apply to business at meetings of the Corporation and its
committees.
11.2
There shall be a presumption in favour of business being openly conducted, but
where it is deemed to be confidential such business shall be classified as reserved
and persons excluded from considering and/or voting on it, or observing the
consideration and the vote, shall not be entitled to receive inspect or copy the
minutes relating to it.
11.3
The following business shall be deemed confidential, namely that disclosing:
11.4
o
personal information relating to an individual (whether a member of staff, a
candidate for appointment as a member of staff, a student, a student
applicant, a member of the Corporation, a candidate for appointment to the
Corporation, the Clerk to the Corporation, a candidate for appointment as the
Clerk to the Corporation, or other) identified by name status or office held (or
sought), except that information relating to the relevant interests of members
of the Corporation shall not be confidential;
o
information provided in confidence by a third party who has not authorised its
disclosure;
o
financial or other information relating to contracts and attendant negotiations
(including those relating to procurement decisions), disclosure of which could
expose the College to risks or loss;
o
information relating to the negotiating position of the College (or of those
conducting negotiations on its behalf) in matters relating to the terms and
conditions of employment of staff;
o
information relating to any matter which is or may be subject to legal process,
whether or not entered as an action in court, including but not limited to
advice received from, or instructions given to, the College’s or Corporation’s
legal advisers or independent legal advice received by the Clerk to the
Corporation;
o
disciplinary and grievance proceedings, including those of any committee
convened for these purposes, and the consideration by the Corporation of
attendant reports;
o
information planned for publication in advance of the date of publication;
o
exceptionally, information which by reason of its nature the Corporation or its
committees are satisfied in good faith and on reasonable grounds should be
dealt with on a confidential basis.
No business shall be taken as reserved business without prior consultation with
the Clerk to the Corporation who shall advise on its eligibility in this regard.
27
11.5
Minutes of reserved business which do not contain personal information (as
defined in 11.3 above) shall be released for public inspection, if and when the
conditions requiring their restriction have lapsed, by publication in the minutes of
the Corporation meeting at which the decision to release them is taken. To give
effect to this provision, the Corporation shall at its final meeting in each academic
year consider for release into the public domain the minutes of reserved business,
other than that excluded by this paragraph, transacted in the preceding twelve
months and previously.
28
12. MINUTES, AGENDAS AND PAPERS
12.1
There is a presumption of openness in that minutes (where taken, and following
formal approval at a meeting of the appropriate body), agendas, papers,
documents and reports (except those relating to reserved business, as set out in
Section 11 above) are available for public inspection and reproduction (either free
of charge, or at reasonable cost) during normal office hours to anyone wishing to
inspect and/or copy them. Minutes of meetings, where taken, shall be placed on
the College website at the end of the term in which they receive formal approval.
12.2
Minutes
12.2.1
Minutes, where taken, shall be prima facie evidence of the proceedings to which
they relate.
12.2.2
At each ordinary meeting of the Corporation the minutes of the previous meeting
shall be taken as an agenda item and, if agreed to be accurate (whether or not by
the procedure described at 9.1.7 above), shall be signed as a true record by the
Chair of the Corporation.
Equivalent provisions shall apply to minutes of
committees, except that the signature of chairs shall not be required.
12.2.3
Separate minutes shall be taken of those parts of meetings from which the
Principal, the Clerk to the Corporation or staff and/or student nominee members
have withdrawn or, in accordance with the provisions of these Bye Laws, have
been excluded, and such persons shall not be entitled to receive the minutes of
that part of the meeting nor any agenda or papers relating to it.
12.2.4
Draft minutes shall be made available to the relevant Chair or alternate for
approval within ten College working days of the date of the meeting to which they
relate.
12.2.5
Draft committee minutes shall be provisionally approved by the relevant
committee chair or alternate for inclusion as an item of business on the agenda of
the next ordinary Corporation meeting following the meeting of the committee.
The item shall not be starred for discussion, unless starred at the request of any
member of the Corporation or at the instance of the Chair of the Corporation, the
Chair of the Committee (or alternate) or the Clerk to the Corporation.
12.2.6
Provisionally-approved minutes shall be referred to as draft minutes on the
agenda of the Corporation meeting at which they are received.
12.2.7
On receiving provisional approval, draft minutes shall be circulated to all persons
entitled to receive agendas and papers in connection with the proceedings.
12.3
Agendas and Papers
12.3.1
Agendas for Corporation meetings shall be determined jointly by the Chair of the
Corporation and the Clerk to the Corporation in consultation with the Principal (or
by reference to the special provisions expressed in 9.1.5 above). Those for
committee meetings shall be determined jointly by the Chair of the Committee
and the Clerk to the Corporation in consultation with the member or members of
College management (if any) responsible for the related College activity or
activities.
12.3.2
Agendas and papers shall be sent to eligible members and others entitled to
receive them in accordance with the provisions and subject to the reliefs set out
above in 9.1.4 (for Corporation meetings) and 9.2.3 (for other meetings).
29
12.3.3
Exceptionally, papers may be tabled at meetings, but only with the prior consent
of the relevant Chair (or alternate) and on the sole ground that the nature of the
business in question requires urgent consideration and/or decision. The Clerk to
the Corporation shall in such instances also receive advance notice of any
business intended to be transacted by means of papers tabled at a meeting.
30
13. RULES FOR THE CONDUCT OF THE SEARCH & GOVERNANCE
COMMITTEE
13.1
The Search & Governance Committee shall monitor the membership of the
Corporation against its needs in terms of the knowledge, experience, interests,
skills and qualifications of members.
13.2
The Committee shall identify gaps in the knowledge, experience, interests, skills
and qualifications of current members (or which will arise owing to pending
retirements from membership of the Corporation or resignations of which notice
has been given), and shall use its best endeavours to ensure that they are filled
through the recommendations for new members made by the Committee to the
Corporation.
13.3
The Committee shall also report to the Corporation on any matter within its remit
which it has been directed to consider.
13.4
The Committee shall classify as confidential in perpetuity all personal information
supplied to them by persons interviewed in the course of its duties. Otherwise
the Committee’s agenda and minutes, once they have been formally approved,
shall be made available for public inspection by the Clerk to the Corporation.
13.5
Notwithstanding the provisions of paragraph 13.4, persons appointed to
membership of the Corporation shall disclose relevant interests as described in
Section 4 above, and may not impose restrictions on the publication of such
information.
13.6
The terms of reference of the Search & Governance Committee are set out in
Appendix G: Terms of Reference: Search & Governance Committee.
31
14. STATEMENTS ON BEHALF OF THE CORPORATION
14.1 Statements, whether verbal or in writing, on behalf of the Corporation (whether to
investigating authorities or otherwise) shall be made only by:
o
the Chair of the Corporation in her/his own cognisance;
o
the Principal (in terms authorised by the Corporation, the Chair of the
Corporation, or alternate);
o
the Clerk to the Corporation in her/his own cognisance on matters
concerning the statutory duties of the office and/or the legal validity of
Corporation business transacted.
14.2 The Corporation may otherwise authorise in advance another member to make a
statement on a particular issue, in which event the scope and limitations of the
authorisation shall be recorded in the minutes of the meeting and shall be
observed by the member concerned.
14.3 Nothing in this section shall prevent a member of the Corporation from responding
to enquiries legitimately made by any duly-appointed auditor or a person
appointed by the Secretary of State to conduct an inspection of the College and
Corporation.
14.4 For the avoidance of doubt, statements made on behalf of the College (as distinct
from those made on behalf of the Corporation) by, or with the authorisation of,
the Principal are not subject to these Bye Laws.
32
15. CORPORATION EXPENDITURE
15.1 A budget for Corporation expenditure shall be specified and approved within the
procedures attending approval of College estimates, and be managed by the Clerk
to the Corporation.
33
16. THE SEAL
16.1 The affixing of the Seal shall be carried out by a competent College officer in the
presence of two members of the Corporation other than staff or student nominee
members. Wherever possible, the two members shall be the Chair of the
Corporation and the Principal (if a member of the Corporation), or the Chair of the
Corporation and one other (if the Principal is not a member of the Corporation).
16.2 A register shall be kept recording the use of the Seal, indicating the date and the
nature of the contract signed, and the register shall be signed at the time of
applying the Seal by the members of the Corporation present at the sealing.
16.3 A report shall be made to the Corporation of each instance of the Seal’s use.
16.4 The Seal and its register of use shall be stored in a secure, fireproof location on
the College site.
34
17. REMOVAL FROM OFFICE OF MEMBERS OF THE CORPORATION
17.1
Subject to exclusions set out hereunder, a member may only be removed from
office (as distinct from resigning the office – see Section 19, or the office being
terminated – see Section 18) by resolution of the Corporation, on which the
person named therein shall be disqualified from voting.
17.2
A member may only be removed from office on the grounds set out in the
Instrument of Government.
17.3
In particular the following provisions should be noted:
o
a member in any category may be removed from office by resolution of the
Corporation, and the office thereupon become vacant, if s/he is absent without
permission of the Corporation, which may be granted retrospectively, from two
consecutive meetings of the Corporation of which at least three months’ notice
has been given;
o
a member in any category shall be removed from office by resolution of the
Corporation if, after notification by the Clerk to the Corporation of a failure to
lodge a declaration of interests or a certificate of continuing eligibility, the
omission is not remedied within a reasonable period;
o
a member in any category shall be removed from office by resolution of the
Corporation if, in the opinion of the Corporation, s/he is not a fit and proper
person to hold office, or for any other good and sufficient reason;
o
a student nominee member shall cease to hold office, and the office thereupon
become vacant, if s/he ceases to be a student of the institution, and her/his
removal from office shall be communicated by notice in writing from the Clerk
to the Corporation to the member at her/his last notified address without the
passing of a resolution by the Corporation;
o
a staff nominee member shall cease to hold office, and the office thereupon
become vacant, if s/he ceases to be a member of the staff of the College
(defined as having resigned, retired, or been given written notice of
termination dismissal or transfer to another undertaking which has been put
into effect), and her/his removal from office and its grounds shall be
communicated by notice in writing from the Clerk to the Corporation to the
member at her/his last notified address without the passing of a resolution by
the Corporation.
35
18. TERMINATION OF OFFICE OF MEMBERS OF THE CORPORATION
18.1
Membership of the Corporation shall terminate on expiry of the term of office
prescribed in the resolution appointing the person to membership.
18.2
Membership of the Corporation shall otherwise be terminated without the passing
of a resolution by the Corporation on the occurrence of any of the following
events:
18.3
o
death;
o
criminal conviction resulting in a custodial sentence;
o
detention under the provisions of the Mental Health Act (or any additional or
successor legislation having the same effect) in a secure unit;
o
incapacity, as attested by a letter bearing the member’s own signature, or that
of any person appointed by law to act on the member’s behalf;
o
resignation, which shall take effect in accordance with the provisions set out in
section 19 below;
o
any other event or grounds specified within these Bye Laws or the Instrument
of Government.
In all instances, other than the death or expiry of term of office of a member, the
Clerk to the Corporation shall give notice in writing on behalf of the Corporation to
the member at her/his last notified address or, as appropriate, to the person
appointed to manage her/his affairs, to record the termination of office.
36
19. RESIGNATION FROM OFFICE OF MEMBERS OF THE CORPORATION
19.1
A member may resign her/his office at any time by giving notice in writing to the
Clerk to the Corporation, and resignation shall become effective on receipt of such
notice by the Clerk.
19.2
A member may give notice in writing to the Clerk to the Corporation of an
intention to resign her/his office on a specified future date, and the member’s
termination shall become effective on the said date. A member may only
withdraw such notice if permitted by the Corporation (which shall be advised in
the matter by the Search and Governance Committee), or by the Chair of the
Corporation, who shall be bound to consult the Chair of the Search and
Governance Committee, where referring the matter to the Corporation is not
reasonably practicable.
37
20. PAYMENTS TO MEMBERS OF THE CORPORATION AND THE CLERK TO
THE CORPORATION
20.1
Members of the Corporation shall not be remunerated for their services as
members.
20.2
Payment of Expenses
20.2.1 Members shall be entitled to claim and receive reimbursement for travel,
subsistence and other necessary out-of-pocket expenses in relation to their
duties as members of the Corporation, though they will not ordinarily be entitled
to claim expenses for attending meetings at the College. Expenses shall be
claimed using the form applicable to members of College staff, which shall be
signed by the member making the claim, countersigned by the Chair of the
Corporation and conveyed to the Clerk to the Corporation, or a person
nominated by her/him.
20.2.2 The Clerk to the Corporation shall be entitled to claim and receive reimbursement
for travel, subsistence and other necessary out-of-pocket expenses in relation to
her/his duties, though not for attending meetings at the College. Expenses shall
be claimed using the form applicable to members of College staff, which shall be
signed by the Clerk to the Corporation and countersigned by the Chair of the
Corporation.
20.2.3 Travel and subsistence rates applicable to members of the College staff, a copy
of which is to be made available to members of the Corporation and the Clerk to
the Corporation on request, shall be used to determine the amounts payable.
38
21. APPOINTMENT, DISCIPLINE, GRIEVANCE, SUSPENSION, AND
DISMISSAL OF SENIOR POST-HOLDERS AND THE CLERK TO THE
CORPORATION
21.1
Appointment of Senior Post-Holders and the Clerk to the Corporation
21.1.1
The Corporation may designate any post as a senior post, in which event the
following provisions shall be observed concerning the appointment:
21.1.1.1 For appointment to the post of Principal, a panel of at least five independent
Corporation members shall be appointed by the Corporation, including the Chair
of the Corporation and the Vice-Chair of the Corporation (or, where more than
one Vice-Chair has been elected, the Senior Vice-Chair of the Corporation) or, if
the Chair of the Corporation is unavailable, the Vice-Chair of the Corporation (or,
where more than one Vice-Chair has been elected, the Senior Vice-Chair of the
Corporation) and, where more than one Vice-Chair has been elected, one other
Vice-Chair, which shall decide on the arrangements for the selection of
applicants for interview, interview the applicants and, if thought fit, appoint on
behalf of the Corporation one of the interviewed applicants to the post.
21.1.1.2 For appointment to any other senior post, a panel of four independent
Corporation members shall be appointed by the Corporation, including the
Principal and at least three other Corporation members, one of whom shall be
the Chair of the Corporation or a Vice-Chair of the Corporation (or, if the
Principal is not a member of the Corporation, a panel of five including the
Principal and four Corporation members, one of whom shall be the Chair of the
Corporation or a Vice-Chair of the Corporation), which shall decide on the
arrangements for the selection of applicants for interview, interview the
applicants and, if thought fit, appoint on behalf of the Corporation one of the
interviewed applicants to the post.
21.1.1.3 For appointment to the post of Clerk to the Corporation, a panel of at least three
independent Corporation members shall be appointed by the Corporation,
including the Chair of the Corporation, which shall decide on the arrangements
for the selection of applicants for interview, interview the applicants and, if
thought fit, appoint on behalf of the Corporation one of the interviewed
applicants to the post.
21.1.1.4 The Corporation may in its absolute discretion set aside the provisions of any of
21.1.1.1 to 21.1.1.3 above and make appointments in its own cognisance, in
which case any panel established for the purpose of appointments to the
principalship, senior posts or the clerkship shall fulfil all of the remits expressed
in those paragraphs except they shall not appoint candidates to posts, but shall
advise the Corporation in respect of appointments in accordance with provisions
approved by the Corporation. For the avoidance of doubt, notwithstanding the
Corporation’s power to make appointments in its own cognisance, it shall be
bound to establish panels for the purposes set out in this paragraph, and shall
not make appointments without receiving advice from such panels, though
without waiving any powers about whom to appoint.
21.2
Discipline, Grievance, Suspension and Dismissal of Senior Post-Holders
and the Clerk to the Corporation
21.2.1
The Corporation shall make rules concerning the discipline, suspension and
dismissal of senior post-holders and the Clerk to the Corporation, and for dealing
with grievances raised by such persons.
39
21.2.2
Rules concerning the discipline, suspension and dismissal of senior post-holders
and the Clerk to the Corporation, and for dealing with grievances raised by such
persons, shall make provision for all matters, including those attending appeals,
arising hereunder to be considered and decided by a committee of independent
members of the Corporation specially appointed for the purpose. Where an
appeal is to be considered, this provision shall be construed as requiring the
appointment of an appeal committee of independent members who have no
previous involvement in the matter under consideration.
40
22. SCOPE OF, AND LIMITATIONS ON, APPEALS TO THE CORPORATION
BY COLLEGE STAFF (OTHER THAN SENIOR POST-HOLDERS) AND THE
PROSCRIPTION OF APPEALS TO THE CORPORATION BY, OR ON BEHALF OF,
STUDENTS OF THE COLLEGE
22.1
College Staff (Other Than Senior Post-Holders and the Clerk to the
Corporation)
22.1.1 The Corporation shall approve rules setting out
suspension, disciplinary and dismissal procedures.
appropriate
grievance,
22.1.2 A member of the College staff (other than senior post-holders) shall not have
the right of appeal to the Corporation in relation to any grievance suspension
disciplinary or dismissal procedure other than to appeal a decision made, or a
sanction imposed, by the Principal. For the avoidance of doubt, an appeal
decision made by the Principal cannot itself be the subject of appeal to the
Corporation.
22.2
Students
22.2.1 A full-time student of the College, or person acting on her/his behalf (including
but not limited to a parent or legally-appointed guardian), shall not ordinarily
have the right of appeal to the Corporation in relation to any disciplinary
grievance suspension or exclusion procedure, but such appeals shall be heard
by senior College staff with no previous involvement in the matter under
consideration and the hearings shall form the final stage of the relevant
procedure.
22.2.2 An actual or prospective full-time student of the College, or person acting on
her/his behalf (including but not limited to a parent or legally-appointed
guardian), shall not ordinarily have the right of appeal to the Corporation in
relation to a complaint concerning an alleged breach of duty towards a student
or prospective student, including but not limited to admission teaching tutoring
guidance and support, but such appeals shall be heard or otherwise dealt with
by senior College staff with no previous involvement in the matter under
consideration and the hearings or other processes shall form the final stage of
the relevant procedure.
22.2.3 The Principal shall inform the Chair of the Corporation of any matter dealt with
under 22.2.1 and 22.2.2 above which, in the opinion of a reasonable person, is
of sufficient seriousness as to have a potential and adverse impact on the
solvency and/or reputation of the College.
41
23. COMPLAINTS AGAINST THE CORPORATION AND THE CLERK TO THE
CORPORATION
23.1
The Corporation shall only consider complaints arising from members of the
public which relate to the Corporation or its individual members in the context
of the duties which the Corporation is required to carry out, the powers it may
take, its procedures for the proper transaction of business, the competence or
conduct of the Clerk to the Corporation, and the fitness of individual members
of the Corporation to hold public office or their competence or conduct whilst in
office.
23.2
Except as may be provided in the College Complaints Policy and Procedure, the
Corporation shall not consider complaints concerning the management of the
College (other than the competence or conduct of the Principal, or person
acting as Principal), its academic and other internal processes and procedures,
and the competence or conduct of any member or members of staff or any
student or students, but shall direct such complaints to the College under
provisions set out in the College Complaints Policy and Procedure. For the
avoidance of doubt, where a complaint is received concerning the Clerk to the
Corporation in the context of a College office which s/he also holds, it shall be
dealt with under the provisions of the College Complaints Policy and Procedure,
and not under those set out in 23.5 below.
23.3
Complaints Against the Corporation as a Whole
23.3.1
The Clerk to the Corporation shall be informed immediately in the event that a
complaint, whether or not submitted in writing, against the Corporation as a
whole is received by an individual member of the Corporation who shall pass to
the Clerk the original of any written communication received from the
complainant.
23.3.2
An individual member who receives a complaint against the Corporation as a
whole shall not discuss it with any person other than the Clerk. For the
avoidance of doubt, the definition of any person other than the Clerk includes
all members of the Corporation (including the Chair of the Corporation), and
the complainant.
23.3.3
The provisions set out in 23.3.1 and 23.3.2 shall apply mutatis mutandis where
a complaint is received by more than one member of the Corporation, and in
particular such persons shall not discuss the complaint among themselves.
23.3.4
If a complaint is received orally by an individual member or members of the
Corporation, the member or members concerned shall ask the complainant to
submit the complaint in writing in confidence to the Clerk to the Corporation as
a condition of it being investigated. If a written complaint is not received by
the Clerk within three months of the date of any oral complaint, all
documentation which may have been raised in connection with the complaint
shall be destroyed. For the avoidance of doubt, the restrictions expressed in
23.3.2 and mutatis mutandis 23.3.3 regarding with whom a complaint may be
discussed shall apply with equal force where a complaint is received orally.
42
23.3.5
In instances where, in the judgement of the Clerk to the Corporation, the
complaint is well-founded but the matter complained of is of a minor nature
(e.g. an unintended breach of procedure having no significant consequences
and/or bringing no personal advantage to any member or members of the
Corporation or their connected persons), the Clerk shall propose remedial
action to the next meeting of the Corporation (or to the Chair of the
Corporation under Chair’s Action to the extent permitted under these Bye Laws)
and shall advise the complainant of the remedial action proposed or taken and
its outcome.
23.3.6
In instances where, in the judgement of the Clerk to the Corporation, the
complaint is well-founded and the matter complained of is not of a minor
nature, or where the facts alleged in the complaint cannot be satisfactorily
established (whatever the seriousness of the complaint), s/he shall take
appropriate independent legal advice under provisions ensuring the Clerk’s
independence and act in accordance with advice thereby received.
23.3.7
Where the complaint is received by the Clerk to the Corporation, s/he shall act
in accordance with paragraphs 23.3.4 and, as appropriate, 23.3.5 or 23.3.6
above.
23.4
Complaints Against an Individual Member of the Corporation or a
Plurality of Members of the Corporation
23.4.1
The Clerk to the Corporation shall be informed immediately in the event that a
complaint, whether submitted orally or in writing, against an individual member
of the Corporation (or a plurality of members) is received by an individual
member of the Corporation who shall pass to the Clerk the original of any
written communication received from the complainant.
The provisions
expressed in this paragraph apply even if the material of the complaint is, or
appears to be, defamatory, and neither informing the Clerk to the Corporation
of such material, nor providing copies of it, nor its investigation (whether by the
Clerk or others) shall constitute publication of defamation.
23.4.2
The member of the Corporation receiving the complaint shall not discuss it with
any person other than the Clerk. For the avoidance of doubt, the definition of
any person other than the Clerk includes all members of the Corporation
(including the Chair of the Corporation and any other member or members
cited in the complaint), and the complainant. Breach of this provision by a
member of the Corporation might render her/him liable for publishing
defamatory material.
23.4.3
An individual member of the Corporation who receives a complaint relating to
her/his own fitness to hold office or her/his conduct whilst in office (whether or
not as one of a number of members) shall act in strict accordance with the
provisions of paragraph 23.4.1 and 23.4.2, and in particular shall not discuss
the complaint with any other member cited in the complaint, nor enter into any
correspondence (either oral or written) with the complainant, whether on behalf
of the Corporation or otherwise.
23.4.4
The provisions set out in 23.4.1, 23.4.2 and 23.4.3 above shall apply mutatis
mutandis where a complaint is received by more than one member of the
Corporation, and in particular such persons shall not discuss the complaint
among themselves.
43
23.4.5
If a complaint is received orally by an individual member or members of the
Corporation, the member or members concerned shall ask the complainant to
submit the complaint in writing in confidence to the Clerk to the Corporation as
a condition of it being investigated. If a written complaint is not received by
the Clerk within three months of the date of any oral complaint, all
documentation which may have been raised in connection with the complaint
shall be destroyed. For the avoidance of doubt, the restrictions expressed in
23.4.2, 23.4.3 and mutatis mutandis 23.4.4 regarding with whom a complaint
may be discussed shall apply with equal force where a complaint is received
orally.
23.4.6
In instances where, in the judgement of the Clerk to the Corporation, the
complaint is well-founded but the matter complained of is of a minor nature
(e.g. an unintended breach of procedure having no significant consequences
and/or bringing no personal advantage to any member or members of the
Corporation or their connected persons), the Clerk shall propose remedial
action to the next meeting of the Corporation (or to the Chair of the
Corporation under Chair’s Action to the extent permitted under these Bye Laws)
and shall advise the complainant of the remedial action proposed or taken and
its outcome.
23.4.7
In instances where, in the judgement of the Clerk to the Corporation, the
complaint is well-founded and the matter complained of is not of a minor
nature, or where the facts alleged in the complaint cannot be satisfactorily
established (whatever the seriousness of the complaint), s/he shall, if the
complaint relates to a plurality of members of the Corporation, determine
whether to proceed under the provisions relating to a complaint against the
Corporation as a whole (as set out in 23.3 above) or under the provisions set
out in 23.4.8 to 23.4.12 below, and in this regard may take independent legal
advice under provisions ensuring the Clerk’s independence and act in
accordance with advice thereby received.
23.4.8
If acting under the provisions set out in this and the following paragraphs, the
Clerk shall advise the Chair of the Corporation (or, if the Chair is unavailable or
is the subject of the complaint, the Vice-Chair of the Corporation or, where
more than one Vice-Chair has been elected, the Senior Vice-Chair) of the
nature of the complaint and the identity of the complainant (unless revealing
the latter would be prejudicial to any subsequent investigation). The Clerk shall
assist the Chair (or alternate) to carry out such investigations as are necessary
to establish the truth of the facts alleged in the complaint, and shall report the
outcome of the investigation to the complainant.
23.4.9
If, resulting from the investigation, it appears that there are matters and
circumstances requiring further examination, the Clerk shall convene an
extraordinary meeting of the Corporation (excluding the member or members
who are the subject of, or otherwise cited in, the complaint) within seven
calendar days, or as soon as practicable thereafter, the sole business of which
shall be to consider the complaint and authorise its further investigation by a
panel consisting of not less than three independent members of the
Corporation, excluding the member or members who are the subject of the
complaint.
The Clerk shall advise the Panel and be present at all its
deliberations.
44
23.4.10 In the event that both the Chair and the Vice-Chair (or, where more than one
Vice-Chair has been elected, the Senior Vice-Chair) of the Corporation are
subjects of, or are cited in, the complaint, the Clerk shall convene an
extraordinary meeting of the Corporation (excluding the members who are the
subject of the complaint) within seven calendar days, or as soon as practicable
thereafter, the sole business of which shall be to appoint a Chair of the
meeting, consider the complaint and authorise its further investigation by a
panel consisting of not less than three independent members of the
Corporation, excluding the member or members who are the subject of the
complaint.
The Clerk shall advise the Panel and be present at all its
deliberations.
23.4.11 If the Panel, having carried out an investigation, is satisfied that on the balance
of probabilities the complaint is not well-founded, the Clerk to the Corporation
will report that conclusion to the complainant and the Panel will take no further
action. However, they shall inform the members of the Corporation of the facts
established as a result of the investigation, the decision reached that no further
action is required, and the reasons for it. In these circumstances, only if the
complainant provides additional information giving rise to a reasonable
presumption that there is something more to examine will the Panel make any
further investigation of the complaint.
23.4.12 If however the Panel, having carried out the investigation, is satisfied that on
the balance of probabilities the complaint is well-founded, or that the facts
alleged in the complaint cannot be satisfactorily established, it shall take the
following actions:
23.4.12.1
Where, in the judgement of the Panel, the complaint is well-founded but the
matter complained of is of a minor nature (e.g. an unintended breach of
procedure having no significant consequences and/or bringing no personal
advantage to any member or members of the Corporation or their connected
persons), the Chair of the Panel shall propose remedial action to the next
meeting of the Corporation (or to the Chair of the Corporation under Chair’s
Action to the extent permitted under these Bye Laws, provided that the Chair is
not the subject of the complaint) and shall, via the Clerk, advise the
complainant of the remedial action proposed and its outcome.
23.4.12.2
Where, in the judgement of the Panel, the complaint is well-founded and the
matter complained of is not of a minor nature, or where the facts alleged in the
complaint cannot be satisfactorily established (whatever the seriousness of the
complaint), the Panel shall take appropriate legal advice and act in accordance
with advice thereby received. If required, the Clerk to the Corporation may in
her/his absolute discretion also take independent legal advice in the matter.
45
23.5
Complaints Against the Clerk to the Corporation
23.5.1
The Chair of the Corporation, if not the addressee, shall be informed
immediately in the event that a complaint, whether submitted orally or in
writing, against the Clerk to the Corporation is received by an individual
member of the Corporation who shall pass to the Chair the original of any
written communication received from the complainant.
The member or
members of the Corporation receiving the complaint shall not discuss it with
any person other than the Chair and, where it has been received by a plurality
of members, shall not discuss it with each other. For the avoidance of doubt,
the definition of any person other than the Chair includes all members of the
Corporation, the Clerk to the Corporation and the complainant. Where the
Chair is unavailable, the matter shall be referred in the terms set out in this
paragraph to the Vice-Chair of the Corporation (or, where more than one ViceChair has been elected, the Senior Vice-Chair). The provisions expressed in
this paragraph apply even if the material of the complaint is, or appears to be,
defamatory, and neither informing the Chair of the Corporation of such
material, nor providing copies of it, nor its investigation (whether by the Chair
or others) shall constitute publication of defamation.
23.5.2
The provisions set out in 23.5.1 shall apply mutatis mutandis where a
complaint is received by more than one member of the Corporation.
23.5.3
If the Clerk to the Corporation receives a complaint relating to her/his own
fitness to hold office, or her/his conduct whilst in office (whether or not
addressed to the Chair of the Corporation and opened on her/his behalf), s/he
shall act in strict accordance with the provisions of paragraph 23.5.1, and in
particular shall not enter into any correspondence (either oral or written) with
the complainant, whether on behalf of the Corporation or otherwise.
23.5.4
If a complaint is received orally by an individual member or members of the
Corporation, the member or members concerned shall ask the complainant to
submit the complaint in writing in confidence to the Chair of the Corporation
(the envelope to be marked Strictly Private and Confidential, to be opened by
addressee only) or, if the Chair is unavailable, the Vice-Chair of the Corporation
(or, where more than one Vice-Chair has been elected, the Senior Vice-Chair)
as a condition of it being investigated. If a written complaint is not received by
the Chair or alternate within three months of the date of any oral complaint, all
documentation which may have been raised in connection with the complaint
shall be destroyed. For the avoidance of doubt, the restrictions expressed in
23.5.1, and mutatis mutandis 23.5.2 regarding with whom a complaint may be
discussed shall apply with equal force where a complaint is received orally.
23.5.5
In instances where, in the judgement of the Chair of the Corporation, the
complaint is well-founded but the matter complained of is of a minor nature
(e.g. an unintended breach of procedure having no significant consequences
and/or bringing no personal advantage to the Clerk or her/his connected
persons or any member or members of the Corporation or their connected
persons), s/he shall propose remedial action to the next meeting of the
Corporation (or take Chair’s Action to the extent permitted under the Bye Laws)
and shall advise the complainant of the remedial action proposed or taken and
its outcome.
46
23.5.6
In instances where, in the judgement of the Chair of the Corporation, the facts
alleged in the complaint cannot be satisfactorily established (whatever the
seriousness of the complaint), s/he shall convene a panel of three independent
members of the Corporation to conduct an investigation to establish the facts.
The Clerk shall not advise the Panel in its deliberations (though may be
required to give evidence to it), but the Corporation shall, whether or not the
Clerk has been suspended, appoint its legal advisers (or other legal firm having
equivalent status and experience) to act as Clerk for this purpose.
23.5.7
If, resulting from the investigation, it is concluded that the complaint is wellfounded but the matter complained of is of a minor nature, the Chair or
alternate shall act in accordance with paragraph 23.5.5 above.
23.5.8
If, resulting from the investigation, it is concluded that the complaint is wellfounded and the matter complained of is not of a minor nature, the Chair of the
Corporation shall convene an extraordinary meeting of the Corporation within
seven calendar days, or as soon as practicable thereafter, the sole business of
which shall be to consider the actions or conduct which form the subject of the
complaint, and appoint a panel consisting of not less than three independent
members of the Corporation with no previous involvement in the matter under
consideration in accordance with the provisions relating to the discipline or
dismissal of the Clerk. In these circumstances the Clerk shall be suspended
from office, and the Corporation shall appoint its legal advisers (or other legal
firm having equivalent status and experience) to act as Clerk for the period of
the suspension, and such firm shall exercise all the powers and responsibilities
of the Clerk as set out in the Instrument of Government and Section 7 of these
Bye Laws. The Chair of the Corporation shall advise the complainant of the
action being taken and its outcome.
23.6
Records detailing the nature of complaints dealt with under the provisions of
23.3 to 23.5 above, the Corporation’s response, any actions taken and the
reasons for those actions will be kept on a confidential basis and retained in
accordance with the Data Protection Act 1998 which requires release of certain
data to individuals on their request, though in appropriate circumstances
information may be withheld (for example to protect a witness).
47
24. RETENTION OF DOCUMENTS IN PRINTED AND ELECTRONIC FORMAT
24.1
Retention of Documents in Printed Format
24.1.1
Minutes
24.1.1.1 Corporation Meetings: fifty years from the end of the academic year in which
the meeting is held.
24.1.1.2 Committee Meetings (concerning the discipline, suspension or dismissal of the
Principal, a senior post-holder or the Clerk to the Corporation, or a grievance
raised by such persons): fifty years from the end of the academic year in which
the meeting is held.
24.1.1.3 Committee Meetings (other than as provided in 24.1.1.2 above): ten years
from the end of the academic year in which the meeting is held.
24.1.2
Agendas and Papers
24.1.2.1 Corporation Meetings: seven years from the end of the academic year in which
the meeting is held.
24.1.2.2 Committee Meetings (concerning the discipline, suspension or dismissal of the
Principal, a senior post-holder or the Clerk to the Corporation, or a grievance
raised by such persons): fifty years from the end of the academic year in which
the meeting is held.
24.1.2.3 Committee Meetings (other than as provided in 24.1.2.2 above): five years
from the end of the academic year in which the meeting is held.
24.1.2.4 Longer periods may apply to papers setting out or relating to contractual
agreements, and such periods shall reflect the considerations attending each
instance.
23.2
Retention of Documents in Electronic Format
24.2.1
Meeting agendas, papers and minutes (including minutes and papers of
reserved business) shall be grouped by type of meeting and sub-grouped by
specific meeting (referred to by the nature of the body convened and the date
on which the meeting was held) for electronic storage purposes.
24.2.2
An annual review of the electronic format of stored documents shall be
conducted to ensure that they remain accessible by electronic means. Where
as a result of this review documents are written to new media, the old media
shall be physically destroyed.
24.2.3
All media shall be backed up and stored in duplicate locations in accordance
with College policies for data generally.
48
25. COPIES OF THE BYE LAWS AND THEIR APPENDICES
25.1
A copy of these Bye Laws and their appendices shall be given in electronic format
to each member of the Corporation or, at their request, in printed format without
a charge being levied.
25.2
A copy of these Bye Laws and their appendices shall be supplied in electronic
format or, at their request, at a charge not exceeding the cost of copying, or free
of charge, to any other person. A printed copy shall also be made available for
inspection at the College during normal office hours by any member of the
College’s staff or any of its students, and an electronic copy shall be displayed in
the Governance section of the College website.
25.3
It shall be particularly noted that, whenever the Corporation approves a revision
to these Bye Laws or any of their appendices, a revised full set of Bye Laws and
appendices shall be given to each member of the Corporation in accordance with
the provisions of paragraph 25.1 above, the printed copy of the revised document
and appendices retained in the College for inspection shall be replaced, and the
electronic copy shall be replaced in the Governance section of the College website.
A schedule setting out which sections have been amended shall also, where this is
both reasonable and proportionate, be made available similarly.
25.4
Where a subject index, or equivalent, is prepared in association with these Bye
Laws, it shall be made available to members of the Corporation and others in
accordance with the provisions of this Section, but the preparation and contents of
such a document shall be at the discretion of the Clerk to the Corporation.
49
APPENDIX A: PROCEDURE FOR THE ELECTION OF STAFF NOMINEE
MEMBERS OF THE CORPORATION
1
Relevant staff (i.e. as defined, and subject to the exclusions noted, in Bye Law
2.2) shall be eligible to vote in a poll in accordance with the rules set out below,
and shall be eligible to be candidates for appointment in accordance with the rules
set out below without the requirement to furnish the names of proposers and/or
seconders.
2
The closing date and time for the receipt of nominations of candidates for
appointment shall be announced by the Clerk to the Corporation by means of a
notice sent to all relevant staff via the College email. The closing date and time
shall not be varied for any reason other than a change in the dates of the poll, or
force majeure. Neither the notice nor the election in respect of which it is given
shall be invalidated by the accidental failure to send notice to any individual
member of staff entitled to receive it.
3
Eligible persons may nominate themselves or another eligible person as
candidates for appointment, in writing in either case (which may include email),
to the Clerk to the Corporation. If nominating another person as a candidate,
that person’s written and signed consent must be lodged with the Clerk to the
Corporation by the closing date and time for the nomination to be valid.
4
If the name of only one eligible person is received by the closing date and time,
the Clerk to the Corporation shall declare that person to be the duly elected
nominee by means of a notice sent to all relevant staff via the College email.
5
If the name of more than one eligible person is received by the closing date and
time, a poll shall be held over a period announced by the Clerk to the Corporation
by means of a notice sent to all relevant staff via the College email.
6
The Clerk to the Corporation shall determine the electoral roll, in consultation with
such members of the College staff as may be appropriate, and shall use her/his
best efforts to ensure its accuracy and comprehensiveness. The poll shall not be
invalidated by the accidental failure to include or exclude any person’s name on
or from the electoral roll.
7
Candidates shall be responsible for their own election communications, and shall
be afforded reasonable use of College reprographic and communication facilities
for the purpose, but shall observe the provisions of paragraph 8 below.
8
No election communication or material (howsoever originated and/or
disseminated) shall be defamatory, and the decision of the Clerk to the
Corporation as to what constitutes defamation shall be binding and material
brought to the notice of the Clerk to the Corporation and deemed by her/him to
be defamatory shall not continue to be disseminated, and the candidate (and/or
other person or persons acting on behalf of the candidate, whether or not
appointed by the candidate) shall make such remedy as the Clerk to the
Corporation may direct. Any person alleging defamation may take action in law
against the person or persons deemed responsible for publishing the material.
Neither the College nor the Corporation shall be liable for any material which may
be published without the knowledge of the Clerk to the Corporation, or may
continue to be published in breach of the directions of the Clerk to the
Corporation.
50
9
The poll shall be conducted using electronic means, or manually, over a five
working day period, and shall contain safeguards to prevent impersonation of
voters and multiple voting by electors.
10
College staff, including but not limited to staff responsible for the operation of the
poll, shall not be permitted to inspect its progress and breach of this regulation
shall be regarded as a serious disciplinary offence.
11
Members of staff who are absent on College business during the entire period of
the poll, or for other good reason, shall be entitled to vote by proxy provided that
they apply in writing to the Clerk to the Corporation (via her/his Personal
Assistant) not less than five working days prior to the opening of the poll. Such
applications shall be signed and dated and shall state the reason for seeking the
proxy. The Clerk to the Corporation shall inform the person whether or not a
proxy has been granted and, where relevant, shall enclose a printed ballot paper
together with an envelope for its sealed return. Completed ballot papers shall be
returned to the Clerk to the Corporation (via her/his Personal Assistant) not later
than 12.00 midday on the last day of the poll, be stored securely and cast by or
under the direction of the Clerk to the Corporation in accordance with voters’
wishes before votes are counted.
12
The count shall be conducted electronically at the close of the poll, or in the event
of a poll conducted manually on the next working day following the close of the
poll. Failure to conduct the count at the appointed time owing to force majeure
shall not invalidate the election, unless the accuracy or security of the poll has
thereby been compromised.
13
The candidate obtaining the highest number of valid votes cast shall be declared
the elected nominee (i.e. shall be elected by simple majority). In the event of an
equality of votes, the outcome shall be decided by the drawing of lots attested by
two independent witnesses in any reasonable manner as is prescribed by the
Clerk to the Corporation.
14
The Clerk to the Corporation shall publish the result of the poll by signing and
displaying a notice of suitable prominence on a Staff Room notice board (or other
appropriate location) stating the names of the candidates, the number of votes
received by each candidate at each stage of the count (if more than one stage is
required) and the name of the candidate to be nominated for appointment as a
member of the Corporation. Notice of the results as set out above shall also be
given to electors via the College email.
16
Should any candidate or member of the College staff eligible to vote in the
election have cause for complaint about the conduct of the election or the poll or
the actions of the Clerk to the Corporation in relation thereto, the complaint shall
be notified in writing to the Chair of the Corporation (or in her/his absence or
unavailability the Vice Chair of the Corporation or, where more than one ViceChaitr has been elected, the Senior Vice-Chair) such that it is received by her/him
not later than seven calendar days after the close of the poll. If a complaint is
received within the specified period, the Chair of the Corporation (or alternate),
together with two members of the Search and Governance Committee (other than
the College Principal), shall meet within fourteen days of receiving the complaint
to determine its validity and, if it is found to be valid, the appropriate remedy.
The Clerk to the Corporation and the complainant shall also be entitled to be
present at such a meeting, except that they may be required to withdraw at any
point without a reason being stated. The meeting shall be minuted by the Chair
of the Corporation (or alternate) or another member of the Corporation present
or, if a serious breach of faith incompetence or serious misconduct on the part of
51
the Clerk to the Corporation is alleged, by the Corporation’s legal advisers (or
other legal firm having equivalent status and experience).
52
APPENDIX B: TERMS OF REFERENCE – CORPORATION
1
The Corporation shall conduct its business within the regulatory framework set
out in the Instrument and Articles of Government and in accordance with the Bye
Laws of the Corporation and the Code of Conduct for members of the
Corporation.
2
The Corporation shall determine which aspects of its business it wishes to deal
with directly and which matters, where so permitted, are to be delegated to
other persons or bodies (including committees of the Corporation established for
that purpose), except that the duties set out in Article 3(1) shall be exercised by
the Corporation alone, and those set out in Article 4(1) shall not be delegated
except as described therein.
3
In the conduct of its business, the Corporation shall ensure that:
3.1 strategic planning and policies are consistent with the mission, values and
purposes of the College;
3.2 robust reporting arrangements exist to and from committees of the Corporation;
3.3 robust reporting arrangements exist to and from the College Principal;
3.4 financial controls reflect best practice for the sector;
3.5 adequate provision is made for the development of members of the Corporation,
senior post holders and the Clerk to the Corporation;
3.6 there is effective monitoring and evaluation of the performance of the College
and the Corporation;
3.7 the College’s interests are legitimately
communities served by the College;
promoted
nationally
and
in
the
3.8 persons of appropriate calibre are appointed to membership of the Corporation,
to senior posts and as Clerk to the Corporation.
53
APPENDIX C: TERMS OF REFERENCE – AUDIT COMMITTEE
Purpose
To advise on matters relating to the Corporation’s audit arrangements
and systems of internal control, and to ensure that the internal control
systems, including audit activities, of the Corporation and its
subsidiary undertakings are monitored actively, independently and
objectively in order to: improve the effectiveness of the College’s
internal controls; reinforce the independence and effectiveness of the
internal audit function; provide a sounding board for College
management on issues of concern in connection with the College’s
internal control systems; underpin the objectivity and independence of
the financial statements auditors; increase public confidence in the
objectivity and fairness of the Corporation’s financial reports and in
the quality of the College’s corporate governance.
Powers
The Committee is empowered to investigate any activity relating to its
purpose (as described above), and to seek any information it requires
from any person, including any member, officer or committee of the
Corporation, the Clerk to the Corporation or any employee of the
College. The Chair of the Committee is empowered to require the
attendance of any person or persons (including the internal and
financial statements auditors or any member of the Corporation or
College staff) whose presence is considered necessary for the
consideration of any item of business. The Committee is authorised by
the Corporation to obtain outside legal or other independent advice
and, if it considers it to be necessary, secure the attendance of
outsiders having relevant experience and expertise. Members of the
Corporation and employees of the College are specifically directed to
cooperate with any request made by or on behalf of the Committee by
the Chair of the Committee or the Clerk to the Corporation. The
Committee shall operate in all matters in accordance with any
requirements made by the Education Funding Council, any competent
division or agent thereof, or any successor body or bodies.
Recommendations shall be made to the Corporation.
Duties
Advise the Corporation on the appointment, remuneration, reappointment or dismissal of the financial statements auditor and the
internal audit service, the scope and objectives of their work and their
other terms of engagement.
Ensure co-ordination between the internal audit service and the
financial statements auditor.
Advise the Corporation on the effectiveness of the College’s internal
control systems, including controls for securing economy, efficiency
and effectiveness.
Consider and advise the Corporation on internal audit assignment
reports and annual reports.
Monitor, at determined intervals after finalisation, the implementation
of approved recommendations relating to the internal audit
assignment reports and annual reports.
54
Establish, in conjunction with the management of the College, relevant
performance measures and indicators, and monitor the effectiveness
of the internal audit service and the financial statements auditor
through these measures and indicators.
Consider and advise the Corporation on the audit needs assessment,
and strategic and short term audit plans for the internal audit service.
Discuss problems and reservations arising from the internal audit
reports and any other matters that the internal audit service may wish
to discuss.
Ensure that the internal audit service is adequately resourced and has
appropriate standing within the Corporation.
Consider and advise the Corporation on control issues included in the
financial statements auditor’s reports and management letters, and
management’s responses to these. Monitor risk management on a
termly basis and furnish an associated annual report to the
Corporation, in particular annually reviewing the College’s approach to
risk management and approving, where necessary, changes or
improvements to key elements of attendant processes and
procedures.
Receive, consider and advise the Corporation on any relevant reports
from the National Audit Office or the Education Funding Agency, or
any successor bodies.
Review the annual financial statements before submission to the
Corporation, with particular reference to changes in, and compliance
with, accounting policies and practices, major judgmental areas and
significant adjustments resulting from the financial statements audit.
For the avoidance of doubt, this power is expressed without prejudice
to the duty of the Corporation as a whole to receive, consider and
approve the financial statements.
Receive, consider and, if appropriate, investigate, or commission
investigations into, any matters or complaints relating to alleged fraud
or other financial irregularity or malpractice at the College in
accordance with the College’s code of practice and procedures.
Membership Members shall be appointed for periods of one year, or unelapsed
portion thereof, terminating on 31 July. Up to 7, and not less than 5,
members of the Corporation shall be appointed by the Corporation to
membership of the Committee, one of whom shall be appointed as its
Chair and another as its Vie Chair. The following members of the
Corporation shall not be eligible for membership of the Committee:
Chair of the Corporation, Principal, staff nominee members having
significant financial responsibilities within the College, student
nominee members. Exceptionally, to fill an unexpected vacancy, the
Chair of the Corporation may appoint an eligible member of the
Corporation to the Committee, in which event this shall be reported for
ratification at the next Corporation meeting.
55
Chair
In the event that both the Chair and the Vie Chair are absent from a
meeting of the Committee, the members present shall appoint from
among their number a person to act as Chair for the duration of the
meeting.
Clerk
The Clerk to the Corporation shall act as clerk to the Committee.
In
Attendance
Other persons, as necessary, may attend at the invitation of the Chair
of the Committee. Such persons may be required to withdraw by the
Chair of the Committee who shall not be bound to state a reason for
the exclusion. There is a right of attendance at meetings of the
Committee by members of the Corporation who are eligible for
membership of the Committee but not in fact members. However, for
the avoidance of doubt, there is no right of attendance for those
members of the Corporation who are not themselves eligible for
membership of the Committee.
The Chair of the Committee is expressly empowered to require the
attendance of any person or persons (including any auditor or member
of the Corporation or College staff) whose presence is considered
necessary for the consideration of any item of business. In particular,
the Chair of the Committee shall instruct, at least once in each
academic year or otherwise at any time of her/his choosing, or a
majority of members present and voting may require, that the
Committee meet with the internal and/or financial statements auditors
without any executive officer of the College or the Clerk to the
Corporation being present.
Quorum
Two members of the Corporation.
Frequency
At least once per term, or more frequently as resolved by the
Committee or directed by the Corporation. A meeting shall be
convened with reasonable promptness at the request, sent in writing
to the Clerk to the Corporation, of any two members of the
Committee, the internal or financial statements auditor or both, or at
the instance of the Chair.
Agenda and
Papers
circulated
to
Committee members Assistant Principal (Resources) Internal Audit
Service Financial Statements Auditor Circulation of agenda and papers
to the Assistant Principal (Resources), the Internal Audit Service and
the Financial Statements Auditor may be restricted at the discretion of
the Chair of the Committee.
56
APPENDIX D: TERMS OF REFERENCE – QUALITY AND
PERFORMANCE-MONITORING COMMITTEE
These specific terms of reference are supplemented by generic terms of reference
for Corporation Committees, as set out below in this Appendix
Scope
Governance matters relating to:
teaching and learning
the quality of student experience
Purpose
In relation to its ‘Scope’, as above, the purposes of the
Committee are:
To decide:
matters of policy or substance which are consistent with the
College’s approved strategy, in particular as expressed in the
Strategic Plan, including College self-assessment.
To make recommendations to the Corporation concerning:
matters which might represent a substantive departure from the
College’s approved strategy and/or alteration to the educational
character of the College; and
the setting of those of the Corporation’s targets that relate to the
Committee’s scope
To monitor the College’s performance, in particular in relation to
the Strategic Plan and associated targets, and to receive relevant
reports for this purpose, including but not limited to:
student admissions and attendance
student performance, including retention and achievement
student support and guidance
equality and diversity
Members
Up to 9, and not fewer than 7, members of the Corporation
(including both student nominee members of the Corporation and
the teaching staff nominee member of the Corporation) shall be
appointed by the Corporation to membership of the Committee.
All members of the Corporation shall be eligible for membership
of the Committee.
Quorum
Four members of the Corporation.
Agenda &
papers
Circulated to:
Chair of the Corporation and members of the Committee
Members of the Senior Leadership Team
Independent advisors/contractors and others (as required).
57
APPENDIX E: TERMS OF REFERENCE – REMUNERATION
AND APPRAISAL COMMITTEE
Powers
The Committee is authorised by the Corporation to act on behalf of the
Corporation, subject to the limitations expressed later in this clause, in
conducting any activity within its terms of reference, and to consult
external advisers in the performance of its duties as it may see fit
(subject to the agreement of the Chair of the Corporation as to
expenditure thereby incurred). The Committee is authorised by the
Corporation to obtain, in consultation with the Clerk to the
Corporation, outside legal or other independent advice and, if it
considers it to be necessary, secure the attendance of outsiders having
relevant experience and expertise.
Duties
The duties of the Committee are to decide:

the pay (including pension provisions) and conditions of
employment of senior post-holders and the Clerk to the
Corporation, evaluating at least annually their specific
remuneration arrangements;

matters relating to the appraisals of senior post-holders and the
Clerk to the Corporation; and

any compensation (including the augmentation of pension
benefits) which may be payable in the event of the early
termination of the employment of senior post-holders or the Clerk
to the Corporation.
Membership Up to 5, and not less than 3, independent members of the Corporation
shall be appointed by the Corporation to membership of the
Committee for periods of one year, or unelapsed portion thereof,
terminating on 31 July. Members shall be eligible for reappointment
without limitation as to the number of times, and without any
requirement for a break in membership. To fill an unexpected vacancy,
the Chair of the Corporation may appoint an eligible member of the
Corporation to membership of the Committee, in which event this shall
be reported for ratification at the next meeting of the Corporation.
Quorum
Chair and
Vice Chair
Clerk
Three members of the Corporation
The Corporation (or, as may be delegated, the Chair of the Corporation)
shall appoint from amongst the membership of the Committee persons
to act as Chair and Vice Chair, provided that the persons are members
of the Corporation. The Chair of the Corporation shall not be eligible
for appointment as Chair or Vice Chair of the Committee. In the event
that the appointed Chair and Vice Chair are absent from a meeting of
the Committee, the members present shall appoint from among their
number a member of the Corporation, other than the Chair of the
Corporation, to act as chair for the duration of the meeting.
Clerk to the Corporation. The Chair of the Committee, or person
acting as chair, shall act as Clerk for business relating to the pay and
appraisal of the Clerk to the Corporation.
58
In
Attendance
Frequency
of Meetings
Voting at
Meetings
Other persons, as necessary, at the invitation of the Committee Chair.
Such persons may be required to withdraw by the said chair, who shall
not be bound to state a reason for the exclusion. Independent
members of the Corporation not appointed to membership of the
Committee may attend its meetings in an observer capacity. All such
persons, whether invited or exercising their right of attendance by
virtue of being independent members of the Corporation, shall have
their attendance recorded in the minutes as observers.
Annually in the Summer Term, and at such other times as may be
decided by the Committee or directed by the Corporation.
Votes shall be decided by a simple majority of members present and
counting towards the quorum.
59
APPENDIX F: TERMS OF REFERENCE – RESOURCES COMMITTEE
These specific terms of reference are supplemented by generic terms of reference
for Corporation Committees, as set out below in this Appendix.
Scope
Governance matters relating to the College’s:
finances
estates and other physical resources
personnel.
Purpose
In relation to its ‘Scope’, as above, the purposes of the
Committee are:
To decide:
matters of policy or substance which are consistent with the
College’s approved strategy, in particular as expressed in the
Strategic Plan, the Financial Forecast and Regulations, and the
Property Strategy (howsoever called).
To make recommendations to the Corporation concerning:
matters which might represent a substantive departure from the
College’s approved strategy and/or to the educational character
of the College
the setting of those of the Corporation’s targets that relate to the
Committee’s scope
the effective and efficient use of resources, the solvency of the
College and the safeguarding of its assets (consistent with the
Financial Regulations)
investment and capital financing decisions
the annual estimates of income and expenditure
the framework for the pay and conditions of staff other than the
holders of senior posts and the Clerk, including the redress of
employee grievances and rules concerning the conduct of staff.
To monitor the College’s performance, in particular in relation to
the Financial Forecast and Regulations and associated targets, as
well as to the human resources framework, and to receive
relevant reports for this purpose, including but not limited to:
financial reports
draft annual report and associated financial statements
property projects, costs and financing
equality and diversity
health and safety
staff development.
Membership
Up to 6, and not fewer than 4, members of the Corporation shall
be appointed by the Corporation to membership of the
Committee. All members of the Corporation shall be eligible for
membership of the Committee, except for a student nominee
member aged under eighteen. No person may hold concurrent
membership of this committee and the Audit Committee.
Quorum
Three members of the Corporation.
60
Agenda &
papers
Circulated to:
Chair of the Corporation and members of the Committee
Vice Principal (Corporate Affairs)
Independent advisors/contractors (as required).
61
APPENDIX G: TERMS OF REFERENCE – SEARCH & GOVERNANCE
COMMITTEE
Powers
The Committee is authorised by the Corporation to act on behalf of the
Corporation, subject to the limitations expressed later in this clause, in
conducting any activity within its terms of reference, and to consult
external advisers in the performance of its duties as it may see fit
(subject to the agreement of the Chair of the Corporation as to
expenditure thereby incurred). The Committee is authorised by the
Corporation to obtain, in consultation with the Clerk to the
Corporation, outside legal or other independent advice and, if it
considers it to be necessary, secure the attendance of outsiders having
relevant experience and expertise. In relation to its role in
appointments and re-appointments to the Corporation, the
Committee’s powers shall be advisory only.
Duties
The duties of the Committee are to:
 recommend candidates to fill independent member vacancies on
the Corporation, having considered written applications received,
and shortlisted and interviewed selected candidates;
 advise the Corporation on such matters relating to membership
and appointments as the Committee may judge appropriate or as
the Corporation may remit;
 determine and, as appropriate, conduct methods of searching for
potential candidates for appointment to the Corporation;
 review the knowledge, skills and experience of members of the
Corporation in order to identify areas of knowledge and expertise
among existing members in the context of those of potential
appointees;
 if thought fit, recommend existing members for re-appointment
to the Corporation, other than those nominated by election, on
the expiry of their periods of office;
 oversee the conduct of elections, as advised by the Clerk to the
Corporation, for staff nominee members of the Corporation;
 advise the Corporation
governance; and
on
the
annual
self-assessment
of
 on advice from the Clerk to the Corporation, oversee all matters
relating to the regulatory framework governing the operation of
the Corporation, including the Bye Laws of the Corporation.
Membership Up to 6, and not less than 4, independent members of the Corporation
shall be appointed by the Corporation to membership of the
Committee for periods of one year, or unelapsed portion thereof,
terminating on 31 July. Members shall be eligible for reappointment
without limitation as to the number of times, and without any
requirement for a break in membership. To fill an unexpected vacancy,
the Chair of the Corporation (or, in his absence, the Senior Vice Chair)
may appoint an eligible member of the Corporation to membership of
62
the Committee, in which event this shall be reported for ratification at
the next meeting of the Corporation.
Quorum
Chair and
Vice Chair
Clerk
In
Attendance
Frequency
of Meetings
Voting at
Meetings
Three members of the Corporation.
The Corporation (or, as may be delegated, the Chair of the
Corporation) shall appoint from amongst the membership of the
Committee persons to act as Chair and Vice Chair, provided that the
persons are members of the Corporation. The Chair of the Corporation
shall not be eligible for appointment as Chair or Vice Chair of the
Committee. In the event that the appointed Chair and Vice Chair are
absent from a meeting of the Committee, the members present shall
appoint from among their number a member of the Corporation, other
than the Chair of the Corporation the Principal or a staff nominee
member, to act as chair for the duration of the meeting.
Clerk to the Corporation.
Other persons, as necessary, at the invitation of the Committee Chair.
Such persons may be required to withdraw by the said chair, who shall
not be bound to state a reason for the exclusion. Members of the
Corporation not appointed to membership of the Committee may
attend its meetings in an observer capacity subject to the exclusions
set out in Bye Law 9.2.6. All such persons, whether invited or
exercising their right of attendance by virtue of being members of the
Corporation, shall have their attendance recorded in the minutes as
observers.
At such times as may be decided by the Committee or directed by the
Corporation.
Votes shall be decided by a simple majority of members present and
counting towards the quorum.
63
APPENDIX H: TERMS OF REFERENCE –COMMITTEES (OTHER THAN
THOSE RELATING TO APPOINTMENTS) CONCERNING SENIOR POSTHOLDERS AND THE CLERK TO THE CORPORATION
The terms of reference and rules of procedure set out hereunder are for
committees convened specially to consider matters concerning the discipline,
suspension or dismissal of the Principal, other senior post-holders and the
Clerk to the Corporation, or to consider grievances raised by such persons.
Appointments to membership of these committees shall be made as and
when required, and members shall be discharged at the conclusion of their
business.
64
TERMS OF REFERENCE FOR THE DISCIPLINARY COMMITTEE
Senior Post Holders and the Clerk to the Corporation
Purpose
To hold and determine the outcome of disciplinary hearings
involving senior post holders or the Clerk to the Corporation, and
to decide sanctions in this regard.
To prepare a written report for the parties concerned, and for
information to the Corporation.
Powers
Decision-making.
Membership
Members shall be appointed as required, and discharged at the
conclusion of the hearing.
Three members of the Corporation shall be appointed by the Vice
Chair of the Corporation (or, in her/his absence or for other good
reason, the Chair of the Resources Committee) to membership of
the Committee. In the event that a member is unable to attend a
hearing of the Committee, the Vice Chair of the Corporation (or
alternate) shall remove the said member from membership of the
Committee and appoint another.
In the event of a conflict of interest, an appointed member shall be
bound to declare it and shall decline or, if already appointed stand
down from, membership of the Committee, in which event s/he
shall be replaced by another eligible member of the Corporation
appointed by the Vice Chair of the Corporation (or alternate).
For the avoidance of doubt, no person other than an eligible
member of the Corporation shall be appointed to membership of
the Committee.
The following members of the Corporation shall not be eligible for
appointment to membership of the Committee: Chair of the
Corporation, Principal, Staff Nominee Members, Student Nominee
Members.
Chair
Appointed by the Vice Chair of the Corporation (or alternate) in
her/his absolute discretion from among the members of the
Committee. The Vice Chair of the Corporation (or alternate) may
appoint her/himself to membership of the Committee, and/or to its
chair.
In the event of a conflict of interest declared by the Chair of the
Committee, the Vice Chair of the Corporation (or alternate) shall
appoint another member of the Committee to chair its proceedings
and another eligible member of the Corporation to membership of
the Committee.
65
Clerk
Clerk to the Corporation, who shall also advise the Chair of the
Committee on matters of procedure at hearings.
Minutes
Proper minutes of proceedings shall be taken, which shall be prima
facie evidence of the proceedings to which they relate.
Minutes shall constitute a separate
report, and shall be approved by
inclusion as reserved business
Corporation meeting following the
soon as practicable thereafter.
document from the Committee’s
the Chair of the Committee for
on the agenda of the next
hearing of the Committee or as
Draft minutes shall be described as minutes following their
approval by the Chair of the Committee.
On approval, minutes shall be circulated to all persons entitled to
receive notice and papers in connection with the Committee’s
proceedings, but shall not at any time be disclosed to, nor be
available for inspection by, persons other than those entitled to
receive them, unless so directed by a court or other competent
authority.
In
Attendance
Other persons, as necessary, at the invitation of the Chair of the
Committee. Such persons shall not vote in proceedings.
For the avoidance of doubt, there is no right of attendance at
hearings of the Committee by members of the Corporation who are
eligible for membership of the Committee but who are not in fact
members, nor by those who are ineligible for membership.
Quorum
All members of the Committee must be present.
Voting
Voting shall be by show of hands or, at the request of any
member, by a poll conducted by the Clerk to the Corporation (with
the result notified to the Chair of the Committee). In the event
that the vote by show of hands is not unanimous, individual votes
shall be recorded in the minutes of the proceedings. In the event
of a poll, a member dissenting from the majority decision shall
have the right, exercisable on request, to have their dissent
recorded in the minutes.
Proceedings
at Hearings
The Committee shall conduct its hearings in accordance with the
Instrument and Articles of Government and, insofar as it is
consistent with the Instrument and Articles of Government, best
practice as advised from time to time by the Advisory Conciliation
and Arbitration Service (or successor body, howsoever called, or
such other body as may be appointed by competent authority to
give such advice) and having regard to the principles of natural
justice.
66
The Committee shall give written notice to all parties of the
procedure to be followed not fewer than 10 working days in
advance of the date of the hearing.
Notice
(including
Rules of
Procedure)
In writing, given not fewer than 10 working days in advance of the
date of the hearing.
Papers
circulated
by:
Not fewer than 5 working days in advance of the date of the
hearing.
Notice and
Papers
circulated
to:
Committee members.
Status of
Papers
Confidential to recipients in perpetuity, except as may be directed
by a court or other competent authority.
Other persons as prescribed in the rules of procedure.
67
Rules of Procedure for Disciplinary Hearing
Senior Post Holders and the Clerk to the Corporation
For the purpose of this document references to senior post holders shall be
deemed to include the Clerk to the Corporation.
The Corporation has adopted these rules after consulting with senior post
holders.
They shall be given to all participants in a hearing of the Committee not fewer
than 10 working days in advance of the date of the hearing.
The outcomes of disciplinary hearings shall be set out in formal reports made
available at the same time to both parties within 10 working days of the hearing
(or as soon as practicable thereafter), which shall give reasoned grounds for the
decision or decisions made, and which shall specify how appeals may be lodged.
Documentation
All existing documentation relating to the case shall be made available to the
Committee in advance of the appeal hearing at such time as may be determined
by its Chair (which shall not be less than 5 days in advance of the date of the
hearing) and, unless the safety of any person would thereby in the opinion of a
reasonable person be jeopardised or their rights under the Data Protection Act
infringed, shall also be made available at the same time to the senior post holder.
Procedure
The Chair of the Disciplinary Committee shall make such rules of procedure at
hearings as are consistent with legislative requirements and good practice
recommendations of recognised provenance as may obtain from time to time,
and the principles of natural justice as established under the law, and shall be
communicated to both parties at least 10 days in advance of the hearing.
Legislative requirements, good practice recommendations and principles of
natural justice shall be exemplified by the following provisions, which are
illustrative and not exhaustive in this context: adequate representation for
persons accused of disciplinary offences, the opportunity for both parties to
present evidence (including the calling of witnesses), the opportunity for both
parties to examine each other’s evidence (including the cross-examination of
witnesses), the opportunity for both parties to sum up at the conclusion of the
hearing, the opportunity for persons accused of disciplinary offences to introduce
relevant mitigating factors and for these factors to be actively considered.
Witnesses
The Chair of the Committee shall make such rules concerning the conduct of
witnesses as s/he shall see fit, and such rules shall include arrangements to
ensure that collusion between witnesses is prevented during the course of the
hearing (including during adjournments).
68
In the event that either the senior post holder (or her/his friend) or the person
making the case against the senior post holder gives notice that s/he is unable to
attend owing to illness, or for other good and stated reason, the hearing shall be
adjourned to a date and time appointed by the Chair of the Committee which
shall take reasonable account of the circumstances giving rise to the absence.
In the event that a witness similarly gives notice that s/he is unable to attend,
the Chair of the Committee shall make such arrangements in relation to the
witness as are reasonable.
In the event that the person making the case against the senior post holder fails
to attend the hearing without notice, or refuses to attend, the hearing shall
proceed without that person’s participation, and the Committee shall rely on any
written evidence submitted by her/him, but give due weight to the fact that such
evidence has not been cross-examined.
In the event that the senior post holder fails to attend the hearing without notice,
or refuses to attend, the hearing shall proceed without the senior post holder’s
participation, and the Committee shall rely on any written evidence submitted by
her/him, but give due weight to the fact that such evidence has not been crossexamined.
Adjournments
During the hearing adjournments may be requested by either party on grounds
which shall in all cases be stated. Such requests shall not be unreasonably
refused by the Chair of the Committee and, where refused, an explanation for the
refusal shall be given. Where adjournments are granted, all persons concerned
with the hearing shall observe the rules made by the Chair for their conduct
during adjournments.
69
TERMS OF REFERENCE FOR THE APPEAL COMMITTEE
(Disciplinary: Senior Post Holders and the Clerk to the Corporation)
Purpose
To hear and determine appeals against decisions made by a
disciplinary committee.
To prepare a written report for the parties concerned, and for
information to the Corporation.
Powers
Decision-making.
Membership
Members shall be appointed as required, and discharged at the
conclusion of the hearing.
Three members of the Corporation shall be appointed by the Chair
of the Resources Committee (or, in her/his absence or for other
good reason, the Vice-Chair of the Resources Committee) to
membership of the Committee. In the event that a member is
unable to attend a hearing of the Committee, the Chair of the
Resources Committee (or alternate) shall remove the said member
from membership of the Committee and appoint another.
In the event of a conflict of interest, an appointed member shall be
bound to declare it and shall decline or, if already appointed stand
down from, membership of the Committee, in which event s/he
shall be replaced by another eligible member of the Corporation
appointed by the Chair of the Resources Committee (or alternate).
For the avoidance of doubt, no person other than an eligible
member of the Corporation shall be appointed to membership of
the Committee.
The following members of the Corporation shall not be eligible for
appointment to membership of the Committee: Chair of the
Corporation, Principal, Staff Nominee Members, Student Nominee
Members, members of the Disciplinary Committee whose decision
is the subject of the appeal.
Chair
Appointed by the Chair of the Resources Committee (or alternate)
in her/his absolute discretion from among the members of the
Committee.
If not disqualified on grounds of prior interest, the
Chair of the Resources Committee (or alternate) may appoint
her/himself to membership of the Committee, and/or to its chair.
In the event of a conflict of interest declared by the Chair of the
Committee, the Chair of the Resources Committee (or alternate)
shall appoint another member of the Committee to chair its
proceedings and another eligible member of the Corporation to
membership of the Committee.
70
Clerk
Clerk to the Corporation, who shall also advise the Chair of the
Committee on matters of procedure at hearings.
Minutes
Proper minutes of proceedings shall be taken, which shall be prima
facie evidence of the proceedings to which they relate.
Minutes shall constitute a separate
report, and shall be approved by
inclusion as reserved business
Corporation meeting following the
soon as practicable thereafter.
document from the Committee’s
the Chair of the Committee for
on the agenda of the next
hearing of the Committee or as
Draft minutes shall be described as minutes following their
approval by the Chair of the Committee.
On approval, minutes shall be circulated to all persons entitled to
receive notice and papers in connection with the Committee’s
proceedings, but shall not at any time be disclosed to, nor be
available for inspection by, persons other than those entitled to
receive them, unless so directed by a court or other competent
authority.
In
Attendance
Other persons, as necessary, at the invitation of the Chair of the
Committee. Such persons shall not vote in proceedings.
For the avoidance of doubt, there is no right of attendance at
hearings of the Committee by members of the Corporation who are
eligible for membership of the Committee but who are not in fact
members, nor by those who are ineligible for membership.
Quorum
All members of the Committee must be present.
Voting
Voting shall be by show of hands or, at the request of any
member, by a poll conducted by the Clerk to the Corporation (with
the result notified to the Chair of the Committee). In the event
that the vote by show of hands is not unanimous, individual votes
shall be recorded in the minutes of the proceedings. In the event
of a poll, a member dissenting from the majority decision shall
have the right, exercisable on request, to have their dissent
recorded in the minutes.
Proceedings
at Hearings
The Committee shall conduct its hearings in accordance with the
Instrument & Articles of Government and, insofar as it is consistent
with the Instrument & Articles of Government, best practice as
advised from time to time by the Advisory Conciliation and
Arbitration Service (or successor body, howsoever called, or such
other body as may be appointed by competent authority to give
such advice) and having regard to the principles of natural justice.
The Committee shall give written notice to all parties of the
71
procedure to be followed not fewer than ten working days in
advance of the date of the hearing.
Notice
(including
Rules of
Procedure)
In writing, given not fewer than ten working days in advance of the
date of the hearing.
Papers
circulated
by:
Not fewer than five working days in advance of the date of the
hearing.
Notice and
Papers
circulated
to:
Committee members.
Status of
Papers
Confidential to recipients in perpetuity, except as may be directed
by a court or other competent authority.
Other persons as prescribed in the rules of procedure.
72
Rules of Procedure for Appeal Hearing
Appeal Committee (Disciplinary: Senior Post Holders and the Clerk to the
Corporation)
The Corporation has adopted these rules after consulting with senior post holders
and the Clerk to the Corporation.
They shall be given to all participants in a hearing of the Committee not fewer
than 10 working days in advance of the date of the hearing.
Only in exceptional instances shall the Committee provide for a full re-hearing of
a case, and the Chair of the Committee’s ruling on whether the circumstances of
a particular case are considered exceptional shall be binding on both parties.
Committee hearings shall otherwise be inquisitorial, not adversarial, in nature,
and shall consist of an examination into the facts of the disciplinary investigation
and/or hearing by means of questions asked by the Committee and statements
made to it by witnesses in response. There shall be no cross-examination of
witnesses by either party.
Decisions
In the event of an appeal on grounds of defective procedure (hereinafter called
“procedural grounds”), the outcome of the hearing shall EITHER be a statement
that:

the procedure followed during the investigation and the disciplinary hearing
complies fully with the rules made for its operation; OR

the procedure followed during the investigation and the disciplinary hearing
entailed a minor breach or breaches of the rules made for its operation,
but these were not of sufficient seriousness as to have prejudiced the
interests of the appellant or led to a different outcome of the investigation
and/or hearing than would, in the opinion of a reasonable person, have
been reached had the breach or breaches not occurred; OR

the procedure followed during the investigation and the disciplinary hearing
entailed a breach or breaches of the rules made for its operation which
were of sufficient seriousness as to have prejudiced the interests of the
appellant or led to a different outcome of the investigation and/or hearing
than would, in the opinion of a reasonable person, have been reached had
the breach or breaches not occurred.
If reaching the last decision set out above, the Committee shall order that a rehearing be convened before a disciplinary committee whose members have had
no previous involvement in the case, and that full account shall be taken of any
breaches of procedure during the investigation as may be reported to them by
the Appeal Committee.
73
In the event of an appeal on grounds that the decision reached was inappropriate
in the context of the evidence presented, or that the sanction imposed was
disproportionate to the offence (both hereinafter called “substantive grounds”),
the outcome of the hearing shall EITHER be a statement that:

the decision reached by the disciplinary committee was reasonable in the
context of the evidence presented and the sanction imposed proportionate
to the offence; OR

the decision reached by the disciplinary committee was reasonable in the
context of the evidence presented, but the sanction imposed was
disproportionate to the offence; OR

the decision reached by the disciplinary committee was not reasonable in
the context of the evidence presented.
If reaching either of the last two decisions set out above, the Committee shall
remedy the defect.
If an appeal is lodged on the grounds that the decision reached by the
disciplinary committee was not reasonable in the context of the evidence
presented, an appeal against the proportionality of the sanction imposed shall not
at the same time be heard.
In the event of an appeal on both procedural and substantive grounds, the
Committee shall first consider the appeal on procedural grounds and, if finding
that serious breaches of procedure have occurred, shall order that the disciplinary
hearing be re-convened in the terms set out above without prejudice as to its
outcome.
The outcomes of appeal hearings shall be set out in formal reports made
available at the same time to both parties within 10 working days of the hearing
(or as soon as practicable thereafter), which shall give reasoned grounds for the
decision or decisions made, and which shall mark the final stage of the
disciplinary process.
Documentation
All existing documentation relating to the case shall be made available to the
Committee in advance of the appeal hearing at such time as may be determined
by its Chair (which shall not be less than 5 days in advance of the date of the
appeal hearing) and, unless the safety of any person would thereby in the opinion
of a reasonable person be jeopardised or their rights under the Data Protection
Act infringed, shall also be made available at the same time to the appellant.
Witnesses
Witnesses shall be called and, if necessary, recalled by the Chair of the
Committee in the order of her/his choosing.
74
Subject to the terms of the following paragraph, the Chair of the Committee shall
make such rules concerning the summoning and conduct of witnesses as s/he
shall see fit, and such rules shall include arrangements to ensure that collusion
between witnesses is prevented during the course of the hearing (including
during adjournments).
The appellant (who shall have the right to be accompanied and represented by a
friend, as defined in the College disciplinary procedure) and the chair of the
disciplinary committee shall in all cases be called as witnesses to give evidence to
the Committee, and may be recalled in the course of the appeal hearing as may
be determined by the Chair of the Committee. The Chair of the Committee shall
call and recall such other persons as witnesses as s/he may determine.
In the event that either the appellant (or her/his friend) or the chair of the
disciplinary committee gives notice that s/he is unable to attend owing to illness,
or for other good and stated reason, the hearing shall be adjourned to a date and
time appointed by the Chair of the Committee which shall take reasonable
account of the circumstances giving rise to the absence.
In the event that any other witness similarly gives notice that s/he is unable to
attend, the Chair of the Committee shall make such arrangements in relation to
the witness as are reasonable.
In the event that the chair of the disciplinary committee fails to attend the appeal
hearing without notice, or refuses to attend, the appeal hearing shall proceed
without that person’s participation, and the Committee shall rely on any written
evidence submitted by her/him, but give due weight to the fact that such
evidence has not been examined.
In the event that the appellant fails to attend the appeal hearing without notice,
or refuses to attend, the appeal hearing shall proceed without the appellant’s
participation, and the Committee shall rely on any written evidence submitted by
her/him, but give due weight to the fact that such evidence has not been
examined.
Adjournments
During the hearing adjournments may be requested by either party on grounds
which shall in all cases be stated. Such requests shall not be unreasonably
refused by the Chair of the Committee and, where refused, an explanation for the
refusal shall be given. Where adjournments are granted, witnesses shall observe
the rules made by the Chair for their conduct during adjournments.
75
TERMS OF REFERENCE FOR THE GRIEVANCE COMMITTEE
Senior Post Holders and the Clerk to the Corporation
Purpose
To hold and determine the outcome of grievance hearings involving
senior post holders or the Clerk to the Corporation, and to decide
remedies in this regard.
To prepare a written report for the parties concerned, and for
information to the Corporation.
Powers
Decision-making.
Membership
Members shall be appointed as required, and discharged at the
conclusion of the hearing.
Three members of the Corporation shall be appointed by the Vice
Chair of the Corporation (or, in her/his absence or for other good
reason, the Chair of the Resources Committee) to membership of
the Committee. In the event that a member is unable to attend a
hearing of the Committee, the Vice Chair of the Corporation (or
alternate) shall remove the said member from membership of the
Committee and appoint another.
In the event of a conflict of interest, an appointed member shall be
bound to declare it and shall decline or, if already appointed stand
down from, membership of the Committee, in which event s/he
shall be replaced by another eligible member of the Corporation
appointed by the Vice Chair of the Corporation (or alternate).
For the avoidance of doubt, no person other than an eligible
member of the Corporation shall be appointed to membership of
the Committee.
The following members of the Corporation shall not be eligible for
appointment to membership of the Committee: Chair of the
Corporation, Principal, Staff Nominee Members, Student Nominee
Members.
Chair
Appointed by the Vice Chair of the Corporation (or alternate) in
her/his absolute discretion from among the members of the
Committee. The Vice Chair of the Corporation (or alternate) may
appoint her/himself to membership of the Committee, and/or to its
chair.
In the event of a conflict of interest declared by the Chair of the
Committee, the Vice Chair of the Corporation (or alternate) shall
appoint another member of the Committee to chair its proceedings
and another eligible member of the Corporation to membership of
the Committee.
76
Clerk
Clerk to the Corporation (or alternate as provided elsewhere in the
bye laws), who shall also advise the Chair of the Committee on
matters of procedure at hearings.
Minutes
Proper minutes of proceedings shall be taken, which shall be prima
facie evidence of the proceedings to which they relate.
Minutes shall constitute a separate
report, and shall be approved by
inclusion as reserved business
Corporation meeting following the
soon as practicable thereafter.
document from the Committee’s
the Chair of the Committee for
on the agenda of the next
hearing of the Committee or as
Draft minutes shall be described as minutes following their
approval by the Chair of the Committee.
On approval, minutes shall be circulated to all persons entitled to
receive notice and papers in connection with the Committee’s
proceedings, but shall not at any time be disclosed to, nor be
available for inspection by, persons other than those entitled to
receive them, unless so directed by a court or other competent
authority.
In
Attendance
Other persons, as necessary, at the invitation of the Chair of the
Committee. Such persons shall not vote in proceedings.
For the avoidance of doubt, there is no right of attendance at
hearings of the Committee by members of the Corporation who are
eligible for membership of the Committee but who are not in fact
members, nor by those who are ineligible for membership.
Quorum
All members of the Committee must be present.
Voting
Voting shall be by show of hands or, at the request of any
member, by a poll conducted by the Clerk to the Corporation (with
the result notified to the Chair of the Committee). In the event
that the vote by show of hands is not unanimous, individual votes
shall be recorded in the minutes of the proceedings. In the event
of a poll, a member dissenting from the majority decision shall
have the right, exercisable on request, to have their dissent
recorded in the minutes.
Proceedings
at Hearings
The Committee shall conduct its hearings in accordance with the
Instrument and Articles of Government and, insofar as it is
consistent with the Instrument & Articles of Government, best
practice as advised from time to time by the Advisory Conciliation
and Arbitration Service (or successor body, howsoever called, or
such other body as may be appointed by competent authority to
give such advice) and having regard to the principles of natural
justice.
77
The Committee shall give written notice to all parties of the
procedure to be followed not fewer than 10 working days in
advance of the date of the hearing.
Notice
(including
Rules of
Procedure)
In writing, given not fewer than 10 working days in advance of the
date of the hearing.
Papers
circulated
by:
Not fewer than 5 working days in advance of the date of the
hearing.
Notice and
Papers
circulated
to:
Committee members.
Status of
Papers
Confidential to recipients in perpetuity, except as may be directed
by a court or other competent authority.
Other persons as prescribed in the rules of procedure.
78
Rules of Procedure for Grievance Hearing
Senior Post Holders and the Clerk to the Corporation
For the purpose of this document references to senior post holders shall be deemed
to include the Clerk to the Corporation.
The Corporation has adopted these rules after consulting with senior post holders.
They shall be given to all participants in a hearing of the Committee not fewer than
10 working days in advance of the date of the hearing.
The outcomes of grievance hearings shall be set out in formal reports made
available at the same time to both parties within 10 working days of the hearing (or
as soon as practicable thereafter), which shall give reasoned grounds for the
decision or decisions made, and which shall specify how appeals may be lodged.
Documentation
All existing documentation relating to the case shall be made available to the
Committee in advance of the appeal hearing at such time as may be determined by
its Chair (which shall not be less than 5 days in advance of the date of the hearing)
and, unless the safety of any person would thereby in the opinion of a reasonable
person be jeopardised or their rights under the Data Protection Act infringed, shall
also be made available at the same time to the senior post holder.
Procedure
The Chair of the Grievance Committee shall make such rules of procedure at
hearings as are consistent with legislative requirements and good practice
recommendations of recognised provenance as may obtain from time to time, and
the principles of natural justice as established under the law, and shall be
communicated to both parties at least 10 days in advance of the hearing.
Legislative requirements, good practice recommendations and principles of natural
justice shall be exemplified by the following provisions, which are illustrative and
not exhaustive in this context: adequate representation for persons seeking redress
of grievances, and the opportunity for them to present evidence (including the
calling of witnesses).
Witnesses
The Chair of the Committee shall make such rules concerning the conduct of
witnesses as s/he shall see fit, and such rules shall include arrangements to ensure
that collusion between witnesses is prevented during the course of the hearing
(including during adjournments).
79
In the event that the senior post holder (or her/his friend) gives notice that s/he is
unable to attend owing to illness, or for other good and stated reason, the hearing
shall be adjourned to a date and time appointed by the Chair of the Committee
which shall take reasonable account of the circumstances giving rise to the absence.
In the event that a witness similarly gives notice that s/he is unable to attend, the
Chair of the Committee shall make such arrangements in relation to the witness as
are reasonable.
In the event that the senior post holder fails to attend the hearing without notice, or
refuses to attend, the hearing shall proceed without the senior post holder’s
participation, and the Committee shall rely on any written evidence submitted by
her/him, but give due weight to the fact that such evidence has not been examined.
Adjournments
During the hearing adjournments may be requested by the senior post holder on
grounds which shall in all cases be stated. Such requests shall not be unreasonably
refused by the Chair of the Committee and, where refused, an explanation for the
refusal shall be given. Where adjournments are granted, all persons concerned with
the hearing shall observe the rules made by the Chair for their conduct during
adjournments.
80
TERMS OF REFERENCE FOR THE APPEAL COMMITTEE
(Grievance: Senior Post Holders and the Clerk to the Corporation)
Purpose
To hear and determine appeals against decisions made by a
grievance committee of the Corporation.
To prepare a written report for the parties concerned, and for
information to the Corporation.
Powers
Decision-making.
Membership
Members shall be appointed as required, and discharged at the
conclusion of the hearing.
Three members of the Corporation shall be appointed by the Chair
of the Resources Committee (or, in her/his absence or for other
good reason, the Vice Chair of the Resources Committee) to
membership of the Committee. In the event that a member is
unable to attend a hearing of the Committee, the Chair of the
Resources Committee (or alternate) shall remove the said member
from membership of the Committee and appoint another.
In the event of a conflict of interest, an appointed member shall be
bound to declare it and shall decline or, if already appointed stand
down from, membership of the Committee, in which event s/he
shall be replaced by another eligible member of the Corporation
appointed by the Chair of the Resources Committee (or alternate).
For the avoidance of doubt, no person other than an eligible
member of the Corporation shall be appointed to membership of
the Committee.
The following members of the Corporation shall not be eligible for
appointment to membership of the Committee: any member who
served on the Committee whose decision is the subject of the
appeal, Chair of the Corporation, Principal, Staff Nominee
Members, Student Nominee Members.
Chair
Appointed by the Chair of the Resources Committee (or alternate)
in her/his absolute discretion from among the members of the
Committee. The Chair of the Resources Committee (or alternate)
may, if not otherwise ineligible, appoint her/himself to membership
of the Committee, and/or to its chair.
In the event of a conflict of interest declared by the Chair of the
Committee, the Chair of the Resources Committee (or alternate)
shall appoint another member of the Committee to chair its
proceedings and another eligible member of the Corporation to
membership of the Committee.
81
Clerk
Clerk to the Corporation (or alternate as provided elsewhere in the
bye laws), who shall also advise the Chair of the Committee on
matters of procedure at hearings.
Minutes
Proper minutes of proceedings shall be taken, which shall be prima
facie evidence of the proceedings to which they relate.
Minutes shall constitute a separate
report, and shall be approved by
inclusion as reserved business
Corporation meeting following the
soon as practicable thereafter.
document from the Committee’s
the Chair of the Committee for
on the agenda of the next
hearing of the Committee or as
Draft minutes shall be described as minutes following their
approval by the Chair of the Committee.
On approval, minutes shall be circulated to all persons entitled to
receive notice and papers in connection with the Committee’s
proceedings, but shall not at any time be disclosed to, nor be
available for inspection by, persons other than those entitled to
receive them, unless so directed by a court or other competent
authority.
In
Attendance
Other persons, as necessary, at the invitation of the Chair of the
Committee. Such persons shall not vote in proceedings.
For the avoidance of doubt, there is no right of attendance at
hearings of the Committee by members of the Corporation who are
eligible for membership of the Committee but who are not in fact
members, nor by those who are ineligible for membership.
Quorum
All members of the Committee must be present.
Voting
Voting shall be by show of hands or, at the request of any
member, by a poll conducted by the Clerk to the Corporation (with
the result notified to the Chair of the Committee). In the event
that the vote by show of hands is not unanimous, individual votes
shall be recorded in the minutes of the proceedings. In the event
of a poll, a member dissenting from the majority decision shall
have the right, exercisable on request, to have their dissent
recorded in the minutes.
Proceedings
at Hearings
The Committee shall conduct its hearings in accordance with the
Instrument and Articles of Government and, insofar as it is
consistent with the Instrument & Articles of Government, best
practice as advised from time to time by the Advisory Conciliation
and Arbitration Service (or successor body, howsoever called, or
such other body as may be appointed by competent authority to
give such advice) and having regard to the principles of natural
justice.
The Committee shall give written notice to all parties of the
82
procedure to be followed not fewer than 10 working days in
advance of the date of the hearing.
Notice
(including
Rules of
Procedure)
In writing, given not fewer than 10 working days in advance of the
date of the hearing.
Papers
circulated
by:
Not fewer than 5 working days in advance of the date of the
hearing.
Notice and
Papers
circulated
to:
Committee members.
Status of
Papers
Confidential to recipients in perpetuity, except as may be directed
by a court or other competent authority.
Other persons as prescribed in the rules of procedure.
83
Rules of Procedure for Grievance Appeal Hearing
Senior Post Holders and the Clerk to the Corporation
The Corporation has adopted these rules after consulting with senior post holders
and the Clerk to the Corporation.
They shall be given to all participants in a hearing of the Committee not fewer than
10 working days in advance of the date of the hearing.
Only in exceptional instances shall the Committee provide for a full re-hearing of a
case, and the Chair of the Committee’s ruling on whether the circumstances of a
particular case are considered exceptional shall be binding on both parties.
Committee hearings shall otherwise be inquisitorial, not adversarial, in nature, and
shall consist of an examination into the facts of the grievance investigation and/or
hearing by means of questions asked by the Committee and statements made to it
by witnesses in response. There shall be no cross-examination of witnesses by
either party.
Decisions
In the event of an appeal on grounds of defective procedure (hereinafter called
“procedural grounds”), the outcome of the hearing shall EITHER be a statement
that:

the procedure followed during the grievance hearing complies fully with the
rules made for its operation, OR

the procedure followed during the grievance hearing entailed a minor breach
or breaches of the rules made for its operation, but these were not of
sufficient seriousness as to have prejudiced the interests of the appellant or
led to a different outcome of the hearing than would, in the opinion of a
reasonable person, have been reached had the breach or breaches not
occurred, OR

the procedure followed during the grievance hearing entailed a breach or
breaches of the rules made for its operation which were of sufficient
seriousness as to have prejudiced the interests of the appellant or led to a
different outcome of the hearing than would, in the opinion of a reasonable
person, have been reached had the breach or breaches not occurred.
If reaching the last decision set out above, the Committee shall order that a rehearing be convened before a grievance committee whose members have had no
previous involvement in the case.
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In the event of an appeal on grounds that the decision reached was inappropriate in
the context of the evidence presented, or that the remedy proposed was inadequate
to the circumstances of the case (both hereinafter called “substantive grounds”),
the outcome of the hearing shall EITHER be a statement that:

the decision reached by the grievance committee was reasonable in the
context of the evidence presented and the remedy proposed was adequate to
the circumstances of the case, OR

the decision reached by the grievance committee was reasonable in the
context of the evidence presented, but the remedy proposed was inadequate
to the circumstances of the case, OR

the decision reached by the grievance committee was not reasonable in the
context of the evidence presented.
If reaching either of the last two decisions set out above, the Committee shall
decide how the defect shall be remedied.
If an appeal is lodged on the grounds that the decision reached by the grievance
committee was not reasonable in the context of the evidence presented, an appeal
against the adequacy of the remedy proposed shall not at the same time be heard.
In the event of an appeal on both procedural and substantive grounds, the
Committee shall first consider the appeal on procedural grounds and, if finding that
serious breaches of procedure have occurred, shall order that the grievance hearing
be re-convened in the terms set out above without prejudice as to its outcome.
The outcomes of appeal hearings shall be set out in formal reports made available
at the same time to both parties within 10 working days of the hearing (or as soon
as practicable thereafter), which shall give reasoned grounds for the decision or
decisions made, and which shall mark the final stage of the grievance process.
Documentation
All existing documentation relating to the case shall be made available to the
Committee in advance of the appeal hearing at such time as may be determined by
its Chair (which shall not be less than 5 days in advance of the date of the appeal
hearing) and, unless the safety of any person would thereby in the opinion of a
reasonable person be jeopardised or their rights under the Data Protection Act
would be infringed, shall also be made available at the same time to the appellant.
Witnesses
Witnesses shall be called and, if necessary, recalled by the Chair of the Committee
in the order of her/his choosing.
Subject to the terms of the following paragraph, the Chair of the Committee shall
make such rules concerning the summoning and conduct of witnesses as s/he shall
see fit, and such rules shall include arrangements to ensure that collusion between
witnesses is prevented during the course of the hearing (including during
adjournments).
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The appellant (who shall have the right to be accompanied and represented by a
friend, as defined in the College grievance procedure) and the chair of the grievance
committee shall in all cases be called as witnesses to give evidence to the
Committee, and may be recalled in the course of the appeal hearing as may be
determined by the Chair of the Committee. The Chair of the Committee shall call
and recall such other persons as witnesses as s/he may determine.
In the event that either the appellant (or her/his friend) or the chair of the
grievance committee gives notice that s/he is unable to attend owing to illness, or
for other good and stated reason, the hearing shall be adjourned to a date and time
appointed by the Chair of the Committee which shall take reasonable account of the
circumstances giving rise to the absence.
In the event that any other witness similarly gives notice that s/he is unable to
attend, the Chair of the Committee shall make such arrangements in relation to the
witness as are reasonable.
In the event that the chair of the grievance committee fails to attend the appeal
hearing without notice, or refuses to attend, the appeal hearing shall proceed
without that person’s participation, and the Committee shall rely on any written
evidence submitted by her/him, but give due weight to the fact that such evidence
has not been examined.
In the event that the appellant fails to attend the appeal hearing without notice, or
refuses to attend, the appeal hearing shall proceed without the appellant’s
participation, and the Committee shall rely on any written evidence submitted by
her/him, but give due weight to the fact that such evidence has not been examined.
Adjournments
During the hearing adjournments may be requested by either party on grounds
which shall in all cases be stated. Such requests shall not be unreasonably refused
by the Chair of the Committee and, where refused, an explanation for the refusal
shall be given. Where adjournments are granted, witnesses shall observe the rules
made by the Chair for their conduct during adjournments.
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TERMS OF REFERENCE FOR A COMMITTEE CONVENED TO DETERMINE THE
CASE FOR DISMISSAL OF A SENIOR POST-HOLDER OR THE CLERK TO THE
CORPORATION
Purpose
To determine (at the instance of the Chair of the Corporation, Vice
Chair of the Corporation acting in place of the Chair of the Corporation
or a majority of Corporation members) the case for dismissal of a
senior post holder or the Clerk to the Corporation.
To prepare a written report for the parties concerned, and for
information to the Corporation.
Powers
Decision-making.
Membership
Members shall be appointed as required, and discharged at the
conclusion of the business.
Three members of the Corporation shall be appointed by the Chair of
the Corporation (or, in her/his absence or for other good reason, the
Vice Chair of the Corporation) to membership of the Committee. So
far as is practicable, no person shall be appointed to membership who
has served on any committee previously concerned with the case. In
the event that a member is unable to attend a hearing of the
Committee, the Chair of the Corporation (or alternate) shall remove
the said member from membership of the Committee and appoint
another.
In the event of a conflict of interest, an appointed member shall be
bound to declare it and shall decline or, if already appointed stand
down from, membership of the Committee, in which event s/he shall
be replaced by another eligible member of the Corporation appointed
by the Chair of the Corporation (or alternate).
For the avoidance of doubt, no person other than an eligible member
of the Corporation shall be appointed to membership of the
Committee.
The following members of the Corporation shall not be eligible for
appointment to membership of the Committee: Chair of the
Corporation, Vice-Chair of the Corporation, Principal, Staff Nominee
Members, Student Nominee Members.
Chair
Appointed by the Chair of the Corporation (or alternate) in her/his
absolute discretion from among the members of the Committee.
In the event of a conflict of interest declared by the Chair of the
Committee, the Chair of the Corporation (or alternate) shall appoint
another member of the Committee to chair its proceedings and
another eligible member of the Corporation to membership of the
Committee.
Clerk
Clerk to the Corporation, who shall also advise the Chair of the
Committee on matters of procedure at meetings and hearings.
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If the Clerk is the subject of the proceedings, clerking services shall be
provided by the Corporation’s legal advisers.
First Meeting
The Committee shall hold its first meeting within seven calendar days
of being convened.
Subsequent
Meetings
Subsequent meetings, which may or may not have the status of
hearings, shall be held as determined by the Committee.
Minutes
Proper minutes of proceedings shall be taken, which shall be prima
facie evidence of the proceedings to which they relate.
Minutes shall constitute a separate document from the Committee’s
report, and shall be approved by the Chair of the Committee for
inclusion as reserved business on the agenda of the next Corporation
meeting following the hearing of the Committee or as soon as
practicable thereafter.
Draft minutes shall be described as minutes following their approval
by the Chair of the Committee.
On approval, minutes shall be circulated to all persons entitled to
receive agendas and papers in connection with the Committee’s
proceedings, but shall not at any time be disclosed to, nor be available
for inspection by, persons other than those entitled to receive them,
unless so directed by a court or other competent authority.
In Attendance Other persons, as necessary, at the invitation of the Chair of the
Committee. Such persons shall not vote in proceedings.
For the avoidance of doubt, there is no right of attendance at hearings
of the Committee by members of the Corporation who are eligible for
membership of the Committee but who are not in fact members, nor
by those who are ineligible for membership.
Quorum
All members of the Committee must be present.
Voting
Voting shall be by show of hands or, at the request of any member, by
a poll conducted by the Clerk to the Corporation or alternate (with the
result notified to the Chair of the Committee). In the event that the
vote by show of hands is not unanimous, individual votes shall be
recorded in the minutes of the proceedings. In the event of a poll, a
member dissenting from the majority decision shall have the right,
exercisable on request, to have their dissent recorded in the minutes.
Proceedings
at Meetings
The Committee shall determine its own procedure, but shall have
regard thereby to the principles of natural justice.
Proceedings
at Hearings
The Committee shall conduct its hearings in accordance with the
approved rules of procedure.
The Committee shall give written notice to all parties of the procedure
to be followed not fewer than 10 working days in advance of the date
of the hearing.
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Notice of
Meetings
In writing, given not fewer than 3 working days in advance of the date
of the meeting.
Notice of
Hearings
In writing, given not fewer than 10 working days in advance of the
date of the hearing.
Papers
(Meeting)
circulated by
Not fewer than 3 working days in advance of the date of the meeting.
Papers
(Hearing)
circulated by
Not fewer than 10 working days in advance of the date of the hearing,
to include a written statement of the alleged conduct, characteristics
or other circumstances which led to the person being considered for
dismissal and an invitation to attend the hearing or submit written
representations to the Committee for consideration at a meeting.
Notice and
Papers
(Meeting)
circulated to
Committee members.
Notice and
Papers
(Hearing)
circulated to
Committee members.
Status of
Papers
(Meeting and
Hearing)
Confidential to recipients in perpetuity, except as may be directed by a
court or other competent authority.
All other persons summoned to attend the hearing.
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Rules of Procedure for a Committee Convened to Determine the Case for
Dismissal of a Senior Post-Holder or the Clerk to the Corporation
For the purpose of this document references to senior post holders shall be deemed
to include the Clerk to the Corporation.
The Corporation has adopted these rules after consulting with senior post holders.
They shall be given to all participants in a hearing of the Committee not fewer than
10 working days in advance of the date of the hearing.
The outcomes of disciplinary hearings shall be set out in formal reports made
available at the same time to both parties within 10 working days of the hearing (or
as soon as practicable thereafter), which shall give reasoned grounds for the
decision or decisions made, and which shall specify how appeals may be lodged.
Documentation
All existing documentation relating to the case shall be made available to the
Committee in advance of the hearing at such time as may be determined by its
Chair (which shall not be less than 5 days in advance of the date of the hearing)
and, unless the safety of any person would thereby in the opinion of a reasonable
person be jeopardised or their rights under the Data Protection Act infringed, shall
also be made available at the same time to the senior post holder.
Procedure
The Chair of the Special Committee shall make such rules of procedure at hearings
as are consistent with legislative requirements and good practice recommendations
of recognised provenance as may obtain from time to time, and the principles of
natural justice as established under the law, and shall be communicated to both
parties at least 10 days in advance of the hearing.
Legislative requirements, good practice recommendations and principles of natural
justice shall be exemplified by the following provisions, which are illustrative and
not exhaustive in this context: adequate representation for persons accused of
disciplinary offences, the opportunity for both parties to present evidence (including
the calling of witnesses), the opportunity for both parties to examine each other’s
evidence (including the cross-examination of witnesses), the opportunity for both
parties to sum up at the conclusion of the hearing, the opportunity for persons
accused of disciplinary offences to introduce relevant mitigating factors and for
these factors to be actively considered.
Witnesses
The Chair of the Committee shall make such rules concerning the conduct of
witnesses as s/he shall see fit, and such rules shall include arrangements to ensure
that collusion between witnesses is prevented during the course of the hearing
(including during adjournments).
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In the event that either the senior post holder (or her/his friend) or the person
making the case against the senior post holder gives notice that s/he is unable to
attend owing to illness, or for other good and stated reason, the hearing shall be
adjourned to a date and time appointed by the Chair of the Committee which shall
take reasonable account of the circumstances giving rise to the absence.
In the event that a witness similarly gives notice that s/he is unable to attend, the
Chair of the Committee shall make such arrangements in relation to the witness as
are reasonable.
In the event that the person making the case against the senior post holder fails to
attend the hearing without notice, or refuses to attend, the hearing shall proceed
without that person’s participation, and the Committee shall rely on any written
evidence submitted by her/him, but give due weight to the fact that such evidence
has not been cross-examined.
In the event that the senior post holder fails to attend the hearing without notice, or
refuses to attend, the hearing shall proceed without the senior post holder’s
participation, and the Committee shall rely on any written evidence submitted by
her/him, but give due weight to the fact that such evidence has not been crossexamined.
Adjournments
During the hearing adjournments may be requested by either party on grounds
which shall in all cases be stated. Such requests shall not be unreasonably refused
by the Chair of the Committee and, where refused, an explanation for the refusal
shall be given. Where adjournments are granted, all persons concerned with the
hearing shall observe the rules made by the Chair for their conduct during
adjournments.
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Rules of Procedure for Hearing Appeals from Senior Post Holders or the
Clerk to the Corporation against Dismissal by a Committee Convened to
Determine the Case for Dismissal or Dismissals without Notice by the
Chair of the Corporation (or alternate).
The Corporation has adopted these rules after consulting with senior post
holders and the Clerk to the Corporation.
Hereinafter references to senior post-holders shall include the Clerk to the
Corporation (whether or not appointed as a senior post-holder, and whether or
not holding the office of Clerk in addition to that of a senior post-holder).
These rules shall be given to all participants in a hearing of the Corporation not
fewer than 10 working days in advance of the date of the hearing.
The appeal shall be conducted by the Corporation. The following members of
the Corporation shall be excluded from attendance, participation in the meeting
(except as may be prescribed by the person presiding) and shall take no part in
the decision: the Chair of the Corporation (if the Special Committee was
convened at her/his instance or s/he dismissed the senior post-holder without
notice), the Vice-Chair of the Corporation (if the Special Committee was
convened at her/his instance or s/he dismissed the senior post-holder without
notice), the Principal, staff nominee members, student members, any other
member deemed to be interested in the outcome.
The quorum of the Corporation for the purpose of hearing an appeal in these
circumstances shall be 3 members eligible to attend the meeting and participate
in the business.
Only in exceptional instances shall the Corporation provide for a full re-hearing
of a case, and the ruling of the person presiding at the meeting on whether the
circumstances of a particular case are considered exceptional shall be binding on
both parties.
Hearings shall otherwise be inquisitorial, not adversarial, in nature, and shall
consist of an examination into the facts of the disciplinary investigation and/or
hearing by means of questions asked by the Corporation and statements made
to it by witnesses in response. There shall be no cross-examination of witnesses
by either party.
Decisions
In the event of an appeal on grounds of defective procedure (hereinafter called
“procedural grounds”), the outcome of the hearing shall EITHER be a statement
that:

the procedure followed during the investigation and the disciplinary
hearing complies fully with the rules made for its operation; OR

the procedure followed during the investigation and the disciplinary
hearing entailed a minor breach or breaches of the rules made for its
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operation, but these were not of sufficient seriousness as to have
prejudiced the interests of the appellant or led to a different outcome of
the investigation and/or hearing than would, in the opinion of a
reasonable person, have been reached had the breach or breaches not
occurred; OR

the procedure followed during the investigation and the disciplinary
hearing entailed a breach or breaches of the rules made for its operation
which were of sufficient seriousness as to have prejudiced the interests of
the appellant or led to a different outcome of the investigation and/or
hearing than would, in the opinion of a reasonable person, have been
reached had the breach or breaches not occurred.
If reaching the last decision set out above, the Corporation shall order that a rehearing be convened before a Special Committee whose members have had no
previous involvement in the case, and that full account shall be taken of any
breaches of procedure during the investigation as may be reported to them by
the Corporation.
In the event of an appeal on grounds that the decision reached was
inappropriate in the context of the evidence presented, or that the sanction
imposed was disproportionate to the offence (both hereinafter called
“substantive grounds”), the outcome of the hearing shall EITHER be a statement
that:

the decision reached by the Special Committee was reasonable in the
context of the evidence presented and the sanction imposed proportionate
to the offence; OR

the decision reached by the Special Committee was reasonable in the
context of the evidence presented, but the sanction imposed was
disproportionate to the offence; OR

the decision reached by the Special Committee was not reasonable in the
context of the evidence presented.
If reaching either of the last two decisions set out above, the Corporation shall
remedy the defect.
If an appeal is lodged on the grounds that the decision reached by the Special
Committee was not reasonable in the context of the evidence presented, an
appeal against the proportionality of the sanction imposed shall not at the same
time be heard.
In the event of an appeal on both procedural and substantive grounds, the
Committee shall first consider the appeal on procedural grounds and, if finding
that serious breaches of procedure have occurred, shall order that the Special
Committee be re-convened in the terms set out above without prejudice as to its
outcome.
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The outcomes of appeal hearings shall be set out in formal reports made
available at the same time to both parties within 10 working days of the hearing
(or as soon as practicable thereafter), which shall give reasoned grounds for the
decision or decisions made, and which shall mark the final stage of the
disciplinary process.
Documentation
All existing documentation relating to the case shall be made available to the
Corporation in advance of the appeal hearing at such time as may be determined
by its Chair (which shall not be less than 5 days in advance of the date of the
appeal hearing) and, unless the safety of any person would thereby in the
opinion of a reasonable person be jeopardised or their rights under the Data
Protection Act infringed, shall also be made available at the same time to the
appellant.
Witnesses
Witnesses shall be called and, if necessary, recalled by the person presiding in
the order of her/his choosing.
Subject to the terms of the following paragraph, the person presiding shall make
such rules concerning the summoning and conduct of witnesses as s/he shall see
fit, and such rules shall include arrangements to ensure that collusion between
witnesses is prevented during the course of the hearing (including during
adjournments).
The appellant (who shall have the right to be accompanied and represented by a
friend, as defined in the College disciplinary procedure) and the chair of the
Special Committee shall in all cases be called as witnesses to give evidence to
the Corporation, and may be recalled in the course of the appeal hearing as may
be determined by the person presiding. The person presiding shall call and
recall such other persons as witnesses as s/he may determine.
In the event that either the appellant (or her/his friend) or the chair of the
Special Committee gives notice that s/he is unable to attend owing to illness, or
for other good and stated reason, the hearing shall be adjourned to a date and
time appointed by the person presiding which shall take reasonable account of
the circumstances giving rise to the absence.
In the event that any other witness similarly gives notice that s/he is unable to
attend, the person presiding shall make such arrangements in relation to the
witness as are reasonable.
In the event that the chair of the Special Committe fails to attend the appeal
hearing without notice, or refuses to attend, the appeal hearing shall proceed
without that person’s participation, and the Corporation shall rely on any written
evidence submitted by her/him, but give due weight to the fact that such
evidence has not been examined.
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In the event that the appellant fails to attend the appeal hearing without notice,
or refuses to attend, the appeal hearing shall proceed without the appellant’s
participation, and the Corporation shall rely on any written evidence submitted
by her/him, but give due weight to the fact that such evidence has not been
examined.
Adjournments
During the hearing adjournments may be requested by either party on grounds
which shall in all cases be stated. Such requests shall not be unreasonably
refused by the person presiding and, where refused, an explanation for the
refusal shall be given.
Where adjournments are granted, witnesses shall
observe the rules made by the person presiding for their conduct during
adjournments.
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APPENDIX J: GENERIC TERMS OF REFERENCE FOR COMMITTEES OF THE
CORPORATION
These generic terms of reference shall apply where a committee’s terms of
reference are silent. Where there is a conflict between these generic terms of
reference and those relating to a committee the latter take precedence.
Membership
Members of the Corporation shall be appointed to committees for
periods of one year, or unelapsed portion thereof, terminating on
31 July.
Except for provisions attending membership of the Audit
Committee, such members shall be eligible for reappointment
without limitation as to the number of times (subject to their
continuing membership of the Corporation), and without any
requirement for a break in membership.
The maximum and minimum number of appointees to
committees shall be specified in their individual terms of
reference.
All members of the Corporation shall be eligible for appointment
to committees, subject to restrictions specified in the Bye Laws
or in individual terms of reference.
The Corporation may, to ensure the effective operation of a
committee and the discharge of its duties, appoint persons to
membership who are not themselves members of the
Corporation. Such appointees shall not form a majority on a
committee nor, except in the case of the Audit Committee, shall
they count towards the quorum. They shall be required as a
condition of membership to complete a declaration of interests in
the prescribed form.
Exceptionally, to fill an unexpected vacancy, the Chair of the
Corporation may appoint an eligible member of the Corporation
to a committee, in which event this shall be reported for
ratification at the next meeting of the Corporation.
Chair
The Corporation (or, if delegated, the Chair of the Corporation)
shall appoint from amongst the membership of a committee a
person to act as chair, provided that the person is a member of
the Corporation.
The Chair of the Corporation, the College Principal, and a staff
or student nominee member shall not be eligible for
appointment as chair of a committee.
In the event that the appointed chair and vice chair are absent
from a meeting of a committee, the members present shall
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appoint from among their number a member of the
Corporation, other than those excluded above, to act as chair
for the duration of the meeting.
Clerk
The Clerk to the Corporation shall act as clerk to committees.
Minutes
Proper minutes of proceedings shall be taken, which shall be
prima facie evidence of the proceedings to which they relate.
Draft minutes shall be approved by the chair of a committee
for inclusion as an item of business on the agenda of the next
ordinary Corporation meeting following the meeting of the
committee. The item shall have unstarred status, unless
starred at the request of any member of the Corporation or at
the instance of the Chair of the Corporation, the Chair of the
Committee or the Clerk to the Corporation.
Draft minutes shall have the status of approved draft minutes
following approval by a committee chair, and shall be referred
to as draft minutes on the agenda of the Corporation meeting
at which they are presented.
On approval by the chair, draft minutes shall be circulated to
all persons entitled to receive agendas and papers in
connection with the proceedings, and in any event to all
members of the Corporation (subject to restrictions attending
business from which members have been excluded, as
elsewhere provided).
The draft minutes shall be available for inspection by persons
other than those entitled to receive them in accordance with
arrangements consistent with appropriate regulations.
In
Attendance
Other persons, as necessary, at the invitation of a committee
chair. Such persons may be required to withdraw by the said
chair, who shall not be bound to state a reason for the
exclusion.
There is a right of attendance at meetings of a committee by
members of the Corporation who are not themselves members
of the committee, subject to exclusions specified in the ByeLaws or in individual terms of reference.
All such persons, whether invited or exercising their right of
attendance by virtue of being members of the Corporation, and
whether participating in the proceedings or not, shall have
their attendance recorded in the minutes as observers.
Quorum
Committee quorums shall be specified in individual terms of
reference.
Frequency
Termly, or more frequently as resolved by committee members
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Notice
or as directed by the Corporation, except that the
Remuneration and Appraisal Committee shall only be required
to meet once in each calendar year.
Meetings shall be convened on dates agreed by the Corporation
or, in the case of additional meetings, by committee members
themselves.
The Corporation may direct a committee to meet on or by a
specified date, in which event the members shall be bound to
comply.
A specific notice convening a meeting of a committee shall not
be required, provided that the date and time of the meeting is
stated at the head of the meeting agenda.
Agenda and
Papers
circulated by:
Agendas giving the date, time and venue of meetings and
papers describing the business to be transacted shall be sent
such that they are received at least three working days in
advance of meetings. However, meetings shall not be
invalidated by the failure for good reason to observe this period
of notice, nor by the accidental failure to send or receive
agendas and papers.
Status of
Papers
Papers are available for public inspection, save insofar as a
committee may, in consultation with the Clerk to the
Corporation, declare any or all matters to be reserved business
in accordance with the approved criteria for reserved business.
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APPENDIX K: PERSONS INELIGIBLE FOR APPOINTMENT TO, REAPPOINTMENT TO, OR CONTINUING MEMBERSHIP OF THE
CORPORATION
1
A person disqualified from appointment as a charity trustee within the
English jurisdiction, namely any person who:
2.1 has an unspent conviction for an offence involving deception or dishonesty;
2.2 has been adjudged bankrupt or sequestration of her/his estate has been
awarded, and in either case s/he has not been discharged, or if s/he is the
subject of a bankruptcy restrictions order, or an interim order, or in respect
of whom a bankruptcy restrictions undertaking has effect;
2.3 has made a composition or arrangement with or granted a trust deed for
her/his creditors (including an individual voluntary arrangement (IVA) and
has not been discharged in respect of it;
2.4 has been removed from the office of charity trustee or trustee of a charity
by an Order of the Charity Commission under Sections 76(1) and 79 of the
Charities Act 2011, or by an Order made by the High Court on the grounds
of any misconduct or mismanagement in the administration of the charity
for which s/he was responsible or to which s/he was privy or which s/he by
her/his conduct contributed to or facilitated;
2.5 has been removed, under Section 34 (5) (e) of the Charities and Trustee
Investment (Scotland) Act 2005 or the earlier relevant legislation as
defined in Section 179 (6) of the Charities Act 2011, from being concerned
in the management or control of any body;
2.6 is subject to a disqualification order under the Company Directors
Disqualification Act 1986 or the Company Directors Disqualification
(Northern Ireland) Order 2002, or to an order made under Section 429 (2)
of the Insolvency Act 1986 (failure to pay under a County Court
administration order).
3
A person is also disqualified from appointment as a member of the
Corporation if s/he has been convicted at any time and in any jurisdiction of
an offence against a minor or a vulnerable adult.
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