Article 13
1.—(1) The first meeting of the Authority on or after the new constitution date shall be convened by the general manager as soon as reasonably possible after that date and the general manager shall send notice of that meeting by post to each of the Members.
(2) The Authority shall meet at least six times in each year.
2.—(1) There shall be a chairman of the Authority who shall be appointed by the Members from among the members holding office under article 5(1)(a) to (d) or 12 of this Order.
(2) The first chairman taking office after the new constitution date shall be appointed at the first meeting of the Authority referred to in paragraph 1 and shall, unless he resigns his office as chairman or ceases to be a Member, continue in office as chairman until his initial term of office as a Member has expired.
(3) Subject to sub-paragraph (7), every chairman subsequently appointed under sub-paragraph (1) shall, unless he resigns his office as chairman or ceases to be a Member, hold office for a period of three years.
(4) There shall be a vice-chairman of the Authority who shall be appointed by the Members from among the Members holding office under article 5(1)(a) to (d) or 12 of this Order.
(5) The first vice-chairman taking office after the new constitution date shall be appointed as soon as practicable after the new constitution date and shall, unless he resigns his office as vice-chairman or ceases to be a Member, continue in office as vice-chairman until his term of office as a Member has expired.
(6) Subject to sub-paragraph (7), every vice-chairman subsequently appointed under sub-paragraph (4) shall, unless he resigns his office as vice-chairman or ceases to be a Member, hold office for a period of 3 years.
(7) If those of the Members who are appointed under article 5(1)(a) to (d) or 12 of this Order are satisfied that the chairman or vice-chairman should cease to hold his office as such, they may terminate his office as such and appoint another Member to be chairman or vice-chairman during the remainder of the term for which the former chairman or vice-chairman was appointed.
(8) On a casual vacancy occurring in the office of chairman or vice-chairman of the Authority, the vacancy shall be filled by the Members at a meeting held as soon as practicable after the vacancy occurs.
(9) A Member appointed under sub-paragraph (8) to fill a casual vacancy in the office of chairman or vice-chairman shall, unless he resigns that office or ceases to be a member, hold that office during the remainder of the term for which the chairman or vice-chairman whom he replaces was appointed.
(10) In the absence of the chairman the person for the time being holding office as vice- chairman shall have and may exercise all the powers of the chairman.
(11) If at a meeting of the Authority neither the chairman nor the vice-chairman is present the Members present shall choose one of their number to be chairman of the meeting.
3. A Member (other than the general manager) may resign his office at any time by notice in writing given to the chairman of the Authority or if that Member is the chairman, the vice-chairman.
4.—(1) Subject to this Schedule, a vacating appointed Member shall be eligible for reappointment as a Member unless he has been disqualified from office under paragraph 9.
(2) Subject to sub-paragraph (3), a vacating appointed Member shall not be eligible for reappointment as a Member where he has held office for three consecutive terms.
(3) A Chairman of the Authority may hold office for not more than three consecutive terms as chairman notwithstanding that he may have previously held office as a Member for up to three consecutive terms immediately preceding his appointment as chairman.
(4) For the purposes of this paragraph, “term” does not include—
(a)a term referred to in article 7(a) or (b) of this Order;
(b)the remainder of a term during which the Member was appointed to fill a casual vacancy under article 12 of this Order; or
(c)any term served by the Member prior to the new constitution date.
(5) In this paragraph “appointed Member” means a Member appointed under article 5(1) of this Order.
5.—(1) A chairman of the Authority shall not be eligible for reappointment as chairman where, immediately before his appointment, he has served as chairman for three consecutive terms.
(2) For the purposes of this paragraph, “term” does not include—
(a)a term served by the Member as chairman under paragraph 2 where that term is less than 3 years;
(b)the remainder of a term during which the Member was appointed to fill a casual vacancy in the office of chairman under paragraph 2; or
(c)any term served by the Member as chairman prior to the new constitution date.
6. The Authority may, subject to such conditions as they think fit, delegate to a committee of the Authority any of their functions.
7.—(1) Every question at a meeting of the Authority or a committee of the Authority shall be decided by a majority vote of the Members present and voting.
(2) If at any meeting of the Authority there is an equality of votes on a question, the chairman of the meeting shall have a second or casting vote.
(3) The quorum required for a meeting of the Authority shall be four.
(4) The Authority shall cause minutes to be made—
(a)of the names of Members present at every meeting of the Authority or of a committee of the Authority; and
(b)of all proceedings or resolutions at such meeting;
and such minutes, if signed by a person purporting to be chairman of the meeting to which the minutes relate or of a subsequent meeting at which the minutes were approved as a correct record, shall be received in evidence without further proof.
(5) Until the contrary is proved, a meeting for which minutes have been so made or signed shall be deemed to have been duly convened and held and, if it was a meeting of a committee, that committee shall be deemed to have had power to deal with the subject of the minutes.
(6) If a Member—
(a)has any interest, direct or indirect—
(i)in any contract or proposed contract to which the Authority are or would be a party,
(ii)in any other matter with which the Authority are concerned, or
(b)is a director of a company or body with which the contract or proposed contract is made or proposed to be made,
he shall declare that interest or directorship.
(7) If a Member is present at a meeting of the Authority or of any committee of the Authority at which a contract or other matter in which he has an interest is to be considered, he shall—
(a)as soon as is practicable after the commencement of that meeting, disclose his interest;
(b)not vote on any question with respect to that contract or matter; and
(c)withdraw from the meeting—
(i)at any time if the Members present by resolution require him to do so; and
(ii)while a decision on that contract or matter is being made.
(8) This paragraph shall not apply to any interest—
(a)which a Member has in respect of the payment to the Authority of harbour dues;
(b)which arises in respect of the provision of harbour services or facilities affecting the trading community in general;
(c)which a Member has as an employer of a public utility undertaking or as a shareholder, not being a director of a company, unless he possesses more than five per cent of the issued share capital of the company; or
(d)which the Members present at the meeting by resolution declare to be too remote.
8. The Authority may act notwithstanding a vacancy among the members and no act of the Authority or of any committee of the Authority shall be deemed to be invalid by reason of any irregularity in the appointment of a Member or of the chairman or vice-chairman.
9. If the Authority are satisfied that a Member—
(a)has become bankrupt or made an arrangement with his creditors; or
(b)has, for a period of four consecutive months, been absent from meetings of the Authority otherwise than by reason of illness or some other cause approved during that period by the Authority; or
(c)is incapacitated by physical or mental illness from discharging the functions of a Member; or
(d)is otherwise unable, unwilling or unfit to discharge the functions of a Member,
the Authority may declare his office as a Member to be vacant and on the date of that declaration his office shall become vacant.
10.—(1) The application of the seal of the Authority shall be authenticated by the signature of the chairman of the Authority or some other Member authorised by the Authority to authenticate the application of the seal, and of the general manager or some person authorised by the Authority to act in his place in that behalf.
(2) The Authority may authorise a person to act instead of the general manager under this paragraph whether or not the general manager is absent or incapable of acting.
11. The Authority may pay to the chairman and other Members such allowances and expenses as the Authority from time to time determine.
12. The Authority may appoint upon such terms and conditions as they see fit such officers and servants as they may determine.
13. Subject to this Schedule, the procedure of the Authority shall be regulated in such manner as the Authority determine.