The Gower College Swansea Further Education Corporation (Government) Regulations 2010

Regulation 2

SCHEDULE 1INSTRUMENT OF GOVERNMENT

Interpretation

1.—(1) In this Instrument of Government—

• “the Corporation” (“y Gorfforaeth”) means the Gower College Swansea Further Education Corporation;

• “Chair” (“Cadeirydd”) means Chair of the Corporation;

• “Clerk” (“Clerc”) means Clerk to the Corporation;

• “the institution” (“y sefydliad”) means Gower College Swansea and any institution for the time being conducted by the Corporation in exercise of its powers under the Further and Higher Education Act 1992(1);

• “member” (“aelod”) means member of the Corporation;

• “Principal” (“Pennaeth”) means the chief executive of the institution;

• “staff matters” (“materion staff”) means the appointment, remuneration, conditions of service, promotion, demotion, conduct, suspension, dismissal or retirement of any member of staff;

• “student” (“myfyriwr”) means a student enrolled at the institution and also includes a person who is not for the time being enrolled as a student at the institution but who is on a period of authorised absence from enrolment as a student at the institution for the purposes of study or travel or for carrying out the duties of any office held by that person in the institution’s student union;

• “Vice-Chair” (“Is-gadeirydd”) means Vice-Chair of the Corporation;

• “working day” (“diwrnod gwaith”) means any Monday, Tuesday, Wednesday, Thursday or Friday, other than a bank holiday or other public holiday.

(2) In this Instrument of Government, in relation to members—

(a)references to a “variable category” are references to any category of members whose numbers may vary in accordance with paragraphs 2 and 4; and

(b)the following terms have the meanings given to them in paragraph 2—

• “business members” (“aelodau busnes”);

• “community members” (“aelodau cymunedol”);

• “co opted members” (“aelodau cyfetholedig”);

• “local authority members” (“aelodau awdurdod lleol”);

• “parent members” (“aelodau rhieni”);

• “staff members” (“aelodau staff ”);

• “student members” (“aelodau myfyrwyr”); and

• “Welsh Ministers Appointed Members” (“Aelodau a Benodwyd gan Weinidogion Cymru”).

Composition of the Corporation

2.—(1) The Corporation must consist of—

(a)up to seven members who are, or have been, engaged or employed in business, industry or any profession or in any other field of employment relevant to the activities of the institution (to be known as “business members”);

(b)up to three members co-opted by the members of the Corporation (to be known as “co-opted members”);

(c)at least one and up to three members who are employed as and have been nominated by the staff of the institution (to be known as “staff members”). If there is more than one staff member, at least one staff member must be employed as and elected and nominated by the teaching staff and at least one staff member must be employed as and elected and nominated by the other members of staff of the institution;

(d)at least one and up to three members who are students at the institution and have been elected and nominated by the students at the institution or (as the Corporation may determine) elected and nominated by a recognised association representing the students at the institution (to be known as “student members”);

(e)up to two members who are parents of students under the age of 19 years attending the institution, who have been elected and nominated by such other parents or (as the Corporation may determine) elected and nominated by a recognised association representing such parents (to be known as “parent members”);

(f)at least one and up to three members nominated by local authorities specified by the Corporation (to be known as “local authority members”);

(g)at least one and up to three members nominated by a community body or bodies appearing to the other members to represent the interests of a section of the local community nominated by the other members (to be known as “community members”) (for the purposes of this paragraph “community body” includes any association not conducted for profit);

(h)the Principal of the institution (unless the Principal chooses not to be a member); and

(i)up to two members appointed by the Welsh Ministers in exercise of their powers under section 39 of the Learning and Skills Act 2000(2) (to be known as “Welsh Ministers Appointed Members”).

(2) Any question as to whether a person is qualified in accordance with sub-paragraph (1) for appointment as a member to any category, must be determined by the relevant appointing authority as specified in paragraph 5.

Determination of membership numbers

3.—(1) At its first meeting, the Corporation must determine—

(a)the total number of members (excluding any Welsh Ministers Appointed Members); and

(b)the number of members in each variable category.

(2) The Corporation may at any time vary the determinations referred to in sub-paragraph (1) and any subsequent determinations under this paragraph.

(3) Any determination under this paragraph must ensure that—

(a)the number of members, excluding Welsh Ministers Appointed Members, is at least 12 and no more than 20;

(b)the number of members of each variable category is within the limits set out in paragraph 2; and

(c)the number of business members is equal to one-third of the total number of members, excluding any Welsh Ministers Appointed Members, rounded up to the nearest whole number.

(4) No determination under this paragraph has effect so as to terminate the appointment of any person who is already a member at the time when it takes effect.

Appointments

4.—(1) The Corporation is the appointing authority in relation to the appointment of any member other than—

(a)a Welsh Ministers Appointed Member;

(b)the first members, who are appointed by the Welsh Ministers; and

(c)where the number of members falls below the number needed for a quorum, such number of members as is required for a quorum.

(2) If the number of members falls below the number needed for a quorum, the Welsh Ministers are the appointing authority in relation to the appointment of such number of members as is required for a quorum.

(3) The appointing authority may decline to appoint a person if it is satisfied that—

(a)the person does not have the specified skills and experience as defined in sub-paragraph (4);

(b)the person has, within the previous ten years, been removed from office as a member of a further education corporation or institution designated under section 28 of the Further and Higher Education Act 1992(3);

(c)the appointment of the person would contravene any provision of any rules or bye-laws made under article 20 of the Articles of Government;

(d)the person is ineligible to be a member by virtue of paragraph 7; or

(e)in the case of a person to be appointed as a business, co-opted, local authority or community member, the Search Committee (established under Article 8 of the Articles of Government) has advised that the person should not be appointed.

(4) In this paragraph “specified skills and experience” means skills and experience (other than professional qualifications) specified by the Corporation as appropriate for members.

(5) Where the office of any member other than the Principal or a Welsh Ministers Appointed Member becomes vacant, the Corporation must, as soon as practicable, take all necessary steps to appoint a new member to fill the vacancy.

(6) A local authority member may be a local authority elected councillor, a local authority employee, or any other person nominated by the local authority.

(7) Nothing in this paragraph entitles the Corporation to request more than one nomination from any of the bodies referred to in paragraph 2(1)(c) to (g) to fill any single vacancy.

Appointment of Chair and Vice Chair

5.—(1) The Corporation must appoint a Chair and a Vice Chair from among its members.

(2) Neither the Principal nor any staff or student member may be appointed Chair or Vice Chair.

(3) The Chair and Vice Chair hold office for any period determined by the Corporation.

(4) Subject to sub-paragraph (2), if both the Chair and Vice Chair are absent from any meeting of the Corporation, the members present must choose one of their number to act as chair for that meeting.

(5) The Chair or Vice Chair may resign from office at any time by giving notice in writing to the Clerk.

(6) If at any time the Corporation is satisfied that the Chair is unable or unfit to discharge the functions of Chair, the Corporation may, by giving written notice, remove the Chair from office.

(7) If at any time the Corporation is satisfied that the Vice-Chair is unable or unfit to discharge the functions of Vice-Chair, the Corporation may, by giving written notice, remove the Vice-Chair from office.

(8) At the last meeting of the Corporation before the expiry of the term of office of the Chair or Vice Chair, or following the resignation or removal from office of the Chair or Vice Chair, the Corporation must appoint a new Chair or Vice Chair, as the case may be, from among its members.

(9) The Chair and Vice Chair are eligible for reappointment at the expiry of their terms of office, subject to any rules made under article 20 of the Articles of Government concerning the number of terms of office which a person may serve.

Appointment of the Clerk

6.—(1) The Corporation must appoint a person to serve as Clerk, but the Principal may not be appointed as Clerk.

(2) Subject to paragraph 13(9), the Clerk is entitled to attend all meetings of the Corporation and all meetings of any committee of the Corporation.

(3) In the temporary absence of the Clerk, the Corporation must appoint a person (other than the Principal) to serve as a temporary Clerk and any reference in this Instrument to the Clerk includes a temporary Clerk.

(4) The Clerk must comply with any written requirements of the Welsh Ministers.

Eligibility

7.—(1) A person who is under the age of 18 may only be a student member.

(2) Subject to sub-paragraph (3), a person who is a member of staff other than the Principal may only be a staff member.

(3) A student employed by the Corporation in connection with the student’s role as an officer of the students' union may only be a student member.

(4) Subject to sub-paragraphs (5) and (6), a student at the institution may only be a student member.

(5) A member of staff (other than a person employed by the Corporation in connection with their role as an officer of the students' union) who is also enrolled as a part-time student at the institution may only be appointed as a staff member.

(6) A person who is already a member other than a student member is not required to resign if during the term of office that person enrols on a part time course at the institution, but if that person enrols on a full-time course at the institution, that person ceases to be a member.

(7) The Clerk may not be a member.

(8) Subject to sub-paragraphs (9) and (10), a person may not be a member if that person has been adjudged bankrupt(4), or if that person is the subject of a bankruptcy restrictions order, an interim bankruptcy restrictions order or a bankruptcy restrictions undertaking(5), or if that person has made a composition or arrangement with creditors, including an individual voluntary arrangement.

(9) Where a person is disqualified from being a member by reason of having been adjudged bankrupt, or being the subject of a bankruptcy restrictions order, an interim bankruptcy restrictions order or a bankruptcy restrictions undertaking, that disqualification ceases–

(a)on that person’s discharge from bankruptcy, unless the bankruptcy order has before then been annulled;

(b)if the bankruptcy order is annulled, on the date of that annulment;

(c)if the bankruptcy restrictions order is rescinded(6), on the date so ordered by the court;

(d)if the interim bankruptcy restrictions order is discharged by the court, on the date of that discharge; or

(e)if the bankruptcy restrictions undertaking is annulled, on the date of that annulment.

(10) Where a person is disqualified from being a member by reason of having made a composition or arrangement, including an individual voluntary arrangement, and then pays the debts in full, the disqualification ceases on the date on which the payment is completed and in any other case it ceases on the expiration of three years from the date on which the terms of the deed of composition, arrangement or individual voluntary arrangement are fulfilled.

(11) Subject to sub-paragraph (12) a person may not be a member if—

(a)within the previous five years, or since the appointment, that person has been convicted whether in the United Kingdom or elsewhere of any offence and has received a sentence of imprisonment (whether suspended or not) for a period of three months or more without the option of a fine;

(b)within the previous 20 years, that person has been convicted as set out in paragraph (a) and has received a sentence of imprisonment for a period of more than two and a half years; or

(c)that person has at any time been convicted as set out in paragraph (a) and has received a sentence of imprisonment of five years or more.

(12) For the purpose of sub-paragraph (11) any conviction by or before a court outside the United Kingdom of an offence in respect of conduct which, if it had taken place in any part of the United Kingdom, would not have constituted an offence under the law in force in that part of the United Kingdom must be disregarded.

(13) Upon a member becoming disqualified from being a member by virtue of sub-paragraphs (8) to (11), that member must immediately give written notice of that fact to the Clerk.

Term of office

8.—(1) A member holds and vacates office in accordance with the terms of the appointment but the length of the term of office must not exceed four years.

(2) A member retiring at the end of the term of office is eligible for reappointment, subject to any rules made under article 20 of the Articles of Government concerning the number of terms of office which a person may serve, and paragraph 4 applies to the reappointment of a member as it applies to the appointment of a member’s successor.

Termination of membership

9.—(1) A member may resign from office at any time by giving written notice to the Clerk.

(2) The Corporation may by written notice remove any member from office, if at any time the Corporation is satisfied that any member–

(a)has been absent from meetings of the Corporation for a period longer than six consecutive months without the permission of the Corporation; or

(b)is unable or unfit to discharge the functions of a member.

(3) A person who is a member by virtue of being a member of the staff of the institution (including the Principal) ceases to hold office upon ceasing to be a member of the staff of the institution.

(4) A person who is a member by virtue of being a student of the institution ceases to hold office—

(a)at the end of the student’s final academic year or at such other time in the year after ceasing to be a student as the Corporation may decide; or

(b)if expelled from the institution.

Members not to hold interests in matters relating to the institution

10.—(1) Except with the prior approval in writing of the Welsh Ministers, no member may take or hold any interest in any property held or used for the purpose of the institution.

(2) A member to whom sub-paragraph (3) applies must—

(a)disclose to the Corporation or any committee of the Corporation the nature and extent of the interest;

(b)if present at a meeting of the Corporation or any committee of the Corporation at which such supply, contract or other matter as is mentioned in sub-paragraph (3) is considered, not take part in the consideration or vote on any question with respect to it and not be counted in the quorum present at the meeting in relation to a resolution on which that member is not entitled to vote; and

(c)withdraw, if present at a meeting of the Corporation, or any committee of the Corporation, at which such supply, contract or other matter as is mentioned in sub-paragraph (3) is considered, where required to do so by a majority of the members of the Corporation present at the meeting of the Corporation or by a majority of the committee members present at the committee meeting, as the case may be.

(3) This paragraph applies to a member who—

(a)has any financial interest in—

(i)the supply of work to the institution, or the supply of goods for the purposes of the institution;

(ii)any contract or proposed contract concerning the institution; or

(iii)any other matter relating to the institution, or

(b)has any other interest of a type specified by the Corporation in any matter relating to the institution.

(4) Where the matter under consideration by the Corporation or any of its committees relates to the pay and conditions of all staff, or all staff in a particular class, a staff member—

(a)need not disclose a financial interest; and

(b)may take part in the consideration of the matter, vote on any question with respect to it and count towards the quorum present at that meeting, provided that in so doing, the staff member acts in the best interests of the Corporation as a whole and does not seek to represent the interests of any other person or body; but

(c)must withdraw from the meeting if the matter is under negotiation with staff and the staff member is representing any of the staff concerned in those negotiations.

(5) The Clerk must maintain a register of interests of members of the Corporation which are disclosed and must make that register available during normal office hours at the institution to any person wishing to inspect it.

(6) This paragraph does not prevent the members of the Corporation considering and voting upon proposals for the Corporation to insure the members of the Corporation against liabilities incurred by them arising out of their offices or the Corporation obtaining such insurance and paying the premiums.

Meetings of the Corporation

11.—(1) The Corporation must meet at least once in every term, and hold other meetings as may be necessary.

(2) Subject to sub-paragraphs (3) and (4), all meetings of the Corporation must be called by the Clerk, who must, at least five working days before the date of the meeting, send a written notice to the members and a copy of the proposed agenda.

(3) If it is proposed to consider at any meeting of the Corporation the remuneration, conditions of service, conduct, suspension, dismissal or retirement of the Clerk, the Chair must, at least five working days before the date of the meeting, send to the members a copy of the agenda item concerned together with any relevant documents.

(4) A special meeting of the Corporation may be called at any time by the Chair or at the written request of any five members. Where the Chair or, in his or her absence, the Vice Chair so directs on the ground that there are matters demanding urgent consideration, the notice convening the meeting and the proposed agenda may be given within less than five working days.

(5) Every member must act in the best interests of the Corporation and accordingly may not be bound in speaking and voting by mandates given by any other body or person.

Quorum

12.—(1) Until the first determination of the number of members under paragraph 3, meetings of the Corporation are quorate if eight members are present.

(2) Subsequent meetings of the Corporation are quorate if the number of members present is at least 40% of the aggregate of the total number of members determined in accordance with paragraph 3(1) and any Welsh Ministers Appointed Members.

(3) If the number of members present for a meeting of the Corporation does not constitute a quorum, the meeting must not be held. If during a meeting of the Corporation there ceases to be a quorum, the meeting must be terminated immediately.

(4) In circumstances where a meeting of the Corporation cannot be held or cannot continue, due to a lack of quorum, the Chair may call a special meeting as soon as is reasonably practicable.

Proceedings of meetings

13.—(1) Every question to be decided at a meeting of the Corporation must be determined by a simple majority of the votes of the members present and voting on the question. Where there is an equal division of votes, the chair of the meeting has the casting vote.

(2) A member may not vote by proxy or by way of a postal vote.

(3) No resolution of the members may be rescinded or varied at a subsequent meeting of the Corporation unless consideration of the rescission or variation is a specific item of business on the agenda for that meeting.

(4) A Principal who has chosen not to be a member may attend and speak at all meetings of the Corporation or any committee of the Corporation, except that the Principal must withdraw in any case where this would be required under sub-paragraph (5) if the Principal were attending as a member.

(5) A member who is a member of the staff of the institution (including the Principal), must withdraw—

(a)from that part of any meeting of the Corporation, or any committee meeting, at which staff matters relating solely to that member of staff (as distinct from staff matters relating to all members of staff, or all members of staff in a particular class) are considered;

(b)from that part of any meeting of the Corporation or any committee meeting at which that member’s reappointment, or the appointment of that member’s successor, is considered;

(c)from that part of any meeting of the Corporation or of any committee of the Corporation during which staff matters relating to any member of staff holding a post senior to that member’s are considered, if so required by a majority of the other members present at the meeting of the Corporation or by a majority of the other committee members present at the committee meeting, as the case may be; and

(d)from that part of any meeting of the Corporation or of any committee of the Corporation during which negotiations covering the pay or conditions of (any or all) members of staff are considered, if so required by a majority of the other members present at the meeting of the Corporation or by a majority of the other committee members present at the committee meeting, as the case may be.

(6) A student member who is under the age of 18 may not vote at a meeting of the Corporation or of any committee of the Corporation, on any question concerning any proposal—

(a)for the expenditure of money by the Corporation; or

(b)under which the Corporation, or any members of the Corporation, would enter into any contract, or would incur any debt or liability (whether immediate, contingent or otherwise).

(7) Except as provided by rules made under article 15(2) of the Articles of Government relating to representations and appeals by students in disciplinary cases, a student member must withdraw from that part of any meeting of the Corporation or committee at which the conduct, suspension or expulsion of any student is considered.

(8) In any meeting of the Corporation or any committee of the Corporation where staff matters relating to a member or prospective member of the staff of the institution are discussed, a student member must—

(a)take no part in the consideration or discussion of that matter and not vote on any question with respect to it; and

(b)withdraw from the meeting of the Corporation or from the meeting of the committee of the Corporation, where required to do so by a majority of the members other than student members or by a majority of the committee members other than those that are student members, as the case may be.

(9) The Clerk—

(a)must withdraw from that part of any meeting of the Corporation or any committee of the Corporation at which the Clerk’s remuneration, conditions of service, conduct, suspension, dismissal or retirement, in the capacity as Clerk, are considered; and

(b)where the Clerk is a member of staff of the institution, must withdraw in any case where a member would be required to withdraw under sub-paragraph (5) if attending as a member of staff.

(10) If the Clerk withdraws from a meeting or part of a meeting under sub-paragraph (9), the Corporation or committee of the Corporation must appoint a person (other than the Principal) to serve as a temporary Clerk in accordance with paragraph 6(3).

Minutes

14.—(1) Subject to sub-paragraph (2), at every meeting of the Corporation and of any committee of the Corporation, the minutes of the last meeting must be taken as an agenda item and, if agreed to be accurate, those minutes must be signed as a true record by the chair of the meeting.

(2) Sub-paragraph (1) does not require the minutes of the last meeting to be taken as an agenda item of a special meeting called under paragraph 11(4) but where they are not taken as an agenda item of such a meeting, they must be taken as an agenda item at the next meeting which is not called under paragraph 11(4).

(3) Separate minutes must be taken of those parts of meetings from which the Clerk, Principal or staff or student members have withdrawn in accordance with sub-paragraphs (5) to (9) of paragraph 13 and such persons are not entitled to see the minute of that part of the meeting or any papers relating to it.

Public access to meetings of the Corporation

15.—(1) Subject to paragraph 13, the following are entitled to attend meetings of the Corporation—

(a)a member;

(b)the Clerk; and

(c)up to two persons observing on behalf of the Welsh Ministers.

(2) Any question as to whether any other person should be allowed to attend a meeting of the Corporation must be determined by the Corporation.

Publication of minutes and papers

16.—(1) Subject to sub-paragraph (2), the Corporation must make available, as soon as reasonably practicable, during normal office hours at the institution to any person wishing to inspect them, a copy of the following documents—

(a)the agenda for every meeting of the Corporation and any of its committees;

(b)the draft minutes of every such meeting, if they have been approved by the chair of the meeting;

(c)the signed minutes of every such meeting; and

(d)any report, document or other paper considered at any such meeting.

(2) There must be excluded from any item required made available, any material relating to–

(a)a named person employed at or proposed to be employed at the institution;

(b)a named student at, or candidate for admission to, the institution;

(c)the Clerk; and

(d)any matter which, by reason of its nature, the Corporation is satisfied should be dealt with on a confidential basis.

(3) Items excluded under sub-paragraph (2)(d) must be regularly reviewed by the Corporation. If an item ceases to be confidential the Corporation must, as soon as reasonably practicable, make a copy of that item available during normal office hours at the institution to any person wishing to inspect it.

Allowances to members

17.  The Corporation may pay to its members such travelling, subsistence or other allowances as it decides, but must not pay allowances which remunerate members for their services as members.

Copies of Instrument of Government

18.  The Corporation must give a copy of this Instrument to every member and make a copy available for inspection by any person upon request during normal office hours at the institution.

Change of name

19.  The Corporation may change its name with the approval of the Welsh Ministers.

Application of seal

20.  The application of the seal of the Corporation is authenticated by:

(a)the signature of either the Chair or some other member authorised either generally or specially by the Corporation to act for that purpose; and

(b)the signature of any other member.