The Scrabster Harbour Revision (Constitution) Order 2005

Article 9

SCHEDULE 2 INCIDENTAL PROVISIONS RELATING TO BOARD

Appointment of Chairman and Vice-Chairman of Board

1.  There shall be a Chairman and Vice-Chairman of the Board who shall be elected annually by the Board members from among their number at their first meeting following the annual general meeting of the Trust, except that executive members shall not be eligible to be so elected.

2.  At all meetings the Chairman, and in the absence of the Chairman, the Vice-Chairman, shall preside.

3.  In the event of neither the Chairman nor Vice-Chairman being present, or both posts being vacant, a Board member shall be chosen by the meeting to preside at that meeting.

4.  If the Board is satisfied that the Chairman or Vice-Chairman should cease to hold office as such, it may terminate that office as such at a meeting of the Board 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.

5.—(1) On a casual vacancy occurring in the office of Chairman or Vice-Chairman of the Board, the vacancy shall be filled by the Board at a meeting held as soon as practicable after the vacancy occurs.

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

Meetings of the Board

6.  The Board shall hold a meeting once in every month, or more or less often as the Board shall think fit, on such day, at such hour and at such place in Scrabster, or such alternative location, as it shall from time to time appoint.

7.  At all meetings of the Board, five shall be a quorum and no business shall be transacted at any meeting of the Board unless a quorum shall be present at such meeting and every meeting of the Board may be adjourned from time to time whether a quorum be present or not.

8.  The Board may hold extraordinary meetings, which may be called by either—

(a) the Chairman or Vice-Chairman;

(b) any two non-executive members; or

(c) one executive member.

9.  All meetings to be held under the authority of this Order shall be called or announced by an intimation of an agenda specifying the business to be transacted at the meeting, and the day, hour and place when and where the same are to be held, which shall be delivered to, left at the usual place of abode or place of business of, or posted by ordinary first-class post to, each Board member not less than 48 hours before such meeting.

Committees

10.  The Board may from time to time appoint committees for such purposes as, in its opinion, would be better regulated and managed by means of such committees and the Board shall fix the quorum of such committees and may continue, alter, or discontinue such committees.

Proceedings of Board meetings and committees

11.  The acts and proceedings of the Board, or any committee of the Board, 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 Board member, or as Chairman or Vice-Chairman, of the Board or committee.

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

(2) If at any meeting of the Board or of a committee of the Board there is an equality of votes on any question the chairman of the meeting shall have a second or casting vote.

General

13.  The Board may appoint a Clerk, Treasurer, Auditor or other post-holder as required.

14.  The Board may pay the chairman and other members such salary, allowances and expenses as it may from time to time determine.

15.  Subject to the provisions of this Schedule, the procedure and business of the Board and the Trust Body and of any committee of the Board shall be regulated in such manner as the Board from time to time determine.