The Scrabster Harbour Revision (Constitution) Order 2005

PART II THE BOARD

Constitution of Board

3.—(1) On and after the new constitution date Scrabster Harbour Trust shall be managed by a Board consisting of—

(a) two persons appointed in 2005 and every third year thereafter;

(b) two persons appointed in 2006 and every third year thereafter;

(c) two persons appointed in 2007 and every third year thereafter;

(d) a maximum of two further persons who are senior port managers and are co-opted by resolution of the other Board members.

(2) The term of office of non-executive members shall be three years.

Application procedure

4.—(1) The Board shall set a deadline for the receipt of applications, which the Clerk shall cause to be advertised in at least one newspaper published or circulated in Scrabster not less than fourteen days prior to the deadline.

(2) All persons seeking appointment as non-executive members shall lodge an application form with the Clerk by the application date.

(3) The application form shall contain the following information—

(a) the name, address and date of birth of the applicant;

(b) an indication of any pecuniary or non-pecuniary interests;

(c) such biographical information as the applicant sees fit to supply;

(d) a declaration of interests as set out in Schedule 1; and

(e) such other information as the Board may require.

Interviews and selection

5.—(1) There shall be an appointing body consisting of the following three persons none of whom shall have made an application under article 4—

(a) the Chairman of the Board, unless the Chairman has made an application under article 4, in which case another Board member nominated by the Board;

(b) a member of the Trust Body nominated by the Board; and

(c) a person independent of the Trust nominated by the Board in line with guidance issued or endorsed by Scottish Ministers.

(2) The appointing body shall meet as soon as practicable after the application date to consider the applications made under article 4.

(3) The appointing body shall interview applicants as it sees fit.

(4) The appointing body shall decide which persons who have applied under article 4, being no more than two in number, shall be submitted to the annual general meeting of the Trust, which shall decide whether to endorse the appointments.

(5) At its first meeting following the annual general meeting of the Trust, the Board shall appoint to be Board members such persons submitted by the appointing body under paragraph (4) as it sees fit, having regard to the decision of the Trust Body under that paragraph.

(6) The appointing body shall have particular regard to the following considerations when making decisions under paragraph (4)—

(a) the special knowledge, experience or ability of applicants to contribute to the efficient and economic discharge by the Board of its functions;

(b) the special knowledge, experience or ability of applicants in one or more of the following matters—

(i) management of harbours;

(ii) shipping or other forms of transport;

(iii) the fishing industry;

(iv) sailing and other water-related leisure activities;

(v) navigation;

(vi) industrial, commercial or financial matters;

(vii) administration;

(viii) the law relating to Scotland;

(ix) safety;

(x) personnel management;

(xi) environmental matters affecting harbours; and

(xii) any other skills and matters considered relevant from time to time by the Board to the discharge by it of its functions;

(c) any guidance issued by the Scottish Ministers from time to time with respect to the exercise of such functions; and

(d) without prejudice to the generality of paragraph (c), guidance that the Board members shall not normally be eligible for re-appointment who have already served three terms, or in the case of the Chairman of the Board, four terms.

(7) Each Board member shall renew the declaration of interests as set out in Schedule 1 annually following initial appointment.

Co-option and casual vacancies

6.—(1) The Board members referred to in article 3(1) above and paragraph (2) below may at any time co-opt not more than three persons to serve as Board members for such period not exceeding twelve months as the co-opting members may specify at the time of co-option.

(2) Subject to the provisions of paragraph (3), if a Board member refuses to accept office or that office is declared vacant, or dies or resigns, or ceases to be qualified, or if the Board appoints fewer than two applicants as Board members, the resulting vacancy or vacancies shall be filled in manner following—

(a) the Board shall fill each vacancy by co-opting as a Board member any person duly qualified in accordance with the provisions of this order, and the Board member so substituted shall continue in office for the period that the person in whose place the co-opted Board member is appointed would in the ordinary course have continued in office;

(b) at the end of such period the co-opted Board member shall go out of office but shall be eligible for re-appointment if still qualified and an application under article 4(2) is made.

(3) Any casual vacancy occurring four months or less before the end of the vacating Board member’s normal term of office may, at the discretion of the remaining Board members, be left unfilled for the remainder of that term of office.

Termination of office

7.—(1) If the Board is satisfied that a Board member—

(a) has without the permission of the Board been absent from Board meetings during a period when three such meetings have been held;

(b) has become bankrupt or has made an arrangement with the creditors of the Board member;

(c) has made an untrue or incomplete declaration of interests; or

(d) is incapacitated by physical or mental illness from discharging the functions of a Board member;

the Board may declare the office of such a member vacant and thereupon the office shall become vacant.

(2) Any Board member may resign office at any time upon giving the Board not less than three weeks' written notice of such intention.

Declaration of interests

8.  No Board member shall take part in any debate or vote on any matter in which that member has a personal, financial or other significant involvement; and at the start of any proceedings on such a matter such a member shall declare the interest and withdraw from the debate or vote.

Incidental provisions relating to Board

9.  From the date of first appointments to the Board by the appointing body the provisions of Schedule 2 to this Order shall have effect with respect to the Board and its members.

Transitional provisions

10.—(1) The nine members of the Sub-Committee of the Scrabster Harbour Trust Management Committee operating as the Board of Management shall become the members of the Board upon the coming into force of this Order.

(2) On the new constitution date, all powers and duties of the Trustees shall vest in the Board except those given to the Trust Body by article 12, all assets and liabilities of the Trustees shall vest in the Trust, and the Trustees are extinguished, but the body corporate established by the Act of 1841 remains as a body corporate with perpetual succession.

(3) At the first meeting of the Board after the coming into force of this Order, it shall decide—

(a) which two of its non-executive members shall retire when the first set of appointments is made to the Board under this Order; and

(b) which two of its non-executive members shall retire when the second set of appointments is made to the Board under this Order.

(4) The remaining three Board non-executive members shall retire when the third set of appointments is made to the Board under this Order.

(5) The requirements of article 5(6)(d) shall not apply to any arrangement made under paragraphs (3) and (4) of this article.

(6) Section 43 of the 1841 Act shall continue to apply to any claim arising from a contract entered into before the date of coming into force of this Order.