Article 11

SCHEDULE 2INCIDENTAL PROVISIONS RELATING TO THE TRUST

Appointment of chair and vice-chair of Authority

1.  There shall be a chair of the Authority who shall be appointed by the Members from among their number.

2.  The chair in office at the new constitution date shall, subject to paragraph 7 below, and unless he or she resigns his or her office as chair, or ceases to be a member, continue in office as chair until his or her initial term of office as a member has expired.

3.  Subject to paragraph 7 below, every chair subsequently appointed under paragraph 1 above shall, unless he or she resigns his office as chair or ceases to be a member hold office for a period of three years.

4.  There shall be a vice-chair of the Authority who shall be appointed by the Members from among their number.

5.  The vice-chair holding office at the new constitution date shall, subject to paragraph 7 below, unless he or she resigns his or her office as vice-chair or ceases to be a member, continue in that office until his or her term of office has expired.

6.  Subject to paragraph 7 below, every vice-chair subsequently appointed under paragraph 4 above shall, unless he or she resigns his or her office or ceases to be a member, hold office for a period of three years.

7.  If the Members of the Authority are satisfied that the chair or vice-chair should cease to hold office as such, they may terminate his or her appointment as such and appoint another member to be chair or vice-chair during the remainder of the term for which the former chair or vice-chair was appointed.

8.—(1) On a casual vacancy occurring in the office of chair or vice-chair of the Authority, the vacancy shall be filled by the Members of the Authority at a meeting held as soon as practicable after the vacancy occurs.

(2) A member appointed under this paragraph to fill a casual vacancy in the office of chair or vice-chair shall, unless he or she resigns that office or ceases to be a member hold that office during the remainder of the term for which the chair or vice-chair whom he or she replaces was appointed.

Meetings of Authority

9.—(1) The first meeting of the Authority after the new constitution date shall be convened as soon as practicable by the chair for such date as he or she may fix, and he or she shall make arrangements for notice of that meeting to be sent by post to each of the other members.

(2) The Authority shall meet on at least a minimum of five times during the year in accordance with an agreed schedule of meetings which shall endeavour to evenly space these meetings throughout the year.

Vacation of office by members

10.  A member (other than an ex-officio member referred to in article 3(1)(b) above) may resign his or her office at any time by notice in writing given to the chair of the Authority or, if that member is the chair, the vice-chair.

Re-appointment of Authority

11.—(1) Subject to the provisions of this Schedule, a vacating member shall be eligible for reappointment as a member unless he or she has been disqualified from office under Article 9 above.

(2) A vacating member shall not be eligible for reappointment as a member where, immediately before that date in question, he or she has held office for three consecutive terms unless he or she is chair of the Authority.

(3) A chair of the Authority shall not be eligible for re-appointment as a member where immediately before the date in question, he or she has held office as a member for four consecutive terms.

(4) For the purpose of this paragraph “term” does not include—

(a)a term referred to in article 5(1)(b) above;

(b)the remainder of a term during which the member was appointed to fill a casual vacancy under article 8 above; or

(c)any term served by the member prior to the new constitution date.

Re-appointment of Chair

12.—(1) The Chair of the Authority shall not be eligible for re-appointment as the chair where immediately before the date in question, he or she has served as a chair for three consecutive terms.

(2) For the purpose of this paragraph “term” does not include—

(a)the remainder of a term during which the member was appointed to fill a casual vacancy under article 8 above; or

(b)any term served by the member prior to the new constitution date.

Committees

13.  The Authority may, consistent with their duties and subject to such conditions as it considers fit, delegate any of their functions (other than the functions set out in sub-paragraphs (a) to (f) of paragraph 9B of Schedule 2 to the Harbours Act 1964) to a committee of the Authority.

Proceedings of Authority and committees

14.  The acts and proceedings of the Authority, or any committee of the Authority, shall not be invalidated by any vacancy in their number or by any defect in the appointment, or the qualification for appointment, of any person as a member, or as chair or vice-chair, of the Authority or committee.

15.  The quorum required for a meeting of the Authority shall be five.

16.  If a member is in any way directly or indirectly interested in any contract or proposed contract to which the Authority is, or would be, a party and is present at a meeting of the Authority or of any committee of the Authority at which that contract is the subject of consideration, he or she shall as soon as practicable after the commencement of the meeting disclose that fact at the meeting and shall not take part in any deliberation or decision of the Authority or committee with respect to that contract.

17.  The person for the time being holding office as vice-chair shall have and may exercise in the absence or incapacity of the chair all the powers of the chair.

18.  If at any meeting of the Authority neither the chair nor the vice-chair is present the members present at the meeting shall choose one of their numbers to be the chair of the meeting.

19.—(1) Every question at a meeting of the Authority or of a committee of the Authority shall be decided by a majority vote of members present and voting.

(2) If at any meeting of the Authority or of a committee of the Authority there is an equality of votes on any question the chair of the meeting shall have a second or casting vote, which he may exercise for or against the status quo.

Remuneration of Authority

20.  The Authority may pay to the chair and other members such salary, allowances and expenses as the Members of the Authority from time to time determine.

General

21.  Subject to the provisions of this Schedule, the procedure and business of the Authority and of any committee of the Authority shall be regulated in such manner as the Authority may from time to time determine.