The Lerwick Harbour Revision (Constitution) Order 2019

Article 12

SCHEDULE 2 BOARD PROCEEDINGS

Chair and Deputy Chair

1.—(1) At the first meeting of the Board after the appointment date in the year 2019 the members shall appoint one of their number to be Chair, and another to be Deputy Chair.

(2) The Chair shall hold office for a period of three years unless he/she resigns as Chair or a Member, or is disqualified from being a Member in terms of article 9.

(3) The Deputy Chair shall hold office for a term of three years unless he/she resigns as Deputy Chair or a Member, or is disqualified from being a Member in terms of article 9.

(4) The Chair and Deputy Chair may hold office for a maximum of three consecutive terms.

(5) On the expiry of the respective terms of office of the Chair or Deputy Chair, the Board shall at the first meeting of the Board following the expiry of the said respective terms of office appoint one or two of their number to be Chair and/or Deputy Chair as the case may be and he/she or they shall remain in office as hereinbefore provided.

(6) On a casual vacancy occurring in the office of Chair or Deputy Chair prior to the expiry of their respective terms of office, the Board shall at the first meeting of the Board following the occurrence of the vacancy appoint one of their number to fill the vacancy.

(7) A Member appointed to fill a casual vacancy in terms of paragraph 1(6) shall, unless he/she resigns that office or ceases to be a Member, hold that office during the remainder of the term for which the Chair or Deputy Chair whom he/she replaces was appointed.

(8) If the Chair and Deputy Chair are ever both absent from any meeting of the Board, one of the other Members shall be chosen to be Chair of the meeting for the purposes of that meeting only.

(9) At all meetings, the presiding Chair shall, in the case of equality of votes, have a deliberative as well as a casting vote.

Quorum

2.  At all meetings of the Board five Members shall be a quorum.

Time and place of meetings

3.—(1) The first meeting of the Board shall be convened within one month after the appointment date in the year 2019.

(2) The Board shall otherwise meet from time to time at such time and at such place as it thinks fit, under the proviso that it shall meet at least four times in every year (excluding special meetings).

Special meetings

4.—(1) A special meeting of the Board shall be called by the Chief Executive upon receiving a written request signed by three or more Members which states the object of the proposed meeting.

(2) The Chief Executive shall give Members at least three days written notice of the meeting and its object unless the Board in meeting resolve that the time shall be more or less than three days.

(3) No business shall be discussed or transacted at any special meeting except the business specified in the written notice.

(4) In the event that a situation arises which in the opinion of the Chair or, in his/her absence, the Deputy Chair, or of the Chief Executive requires an emergency meeting of the Board to be held he/she shall be entitled to call such a meeting on such notice as he/she deems fit.

Committees

5.—(1) The Board may from time to time appoint committees from its Members for such purposes as it may define and may delegate powers to any such committee.

(2) The Board shall fix the quorum of any such committee, name the Chair of the committee and may continue, alter or discontinue such committee.

(3) Every committee so appointed may meet from time to time and may adjourn from place to place as they think proper for carrying into effect the objects of this appointment.

(4) At all meetings of the committee the Chair of the committee, or in his/her absence one of the Members present to be appointed by that meeting, shall preside.

(5) All questions shall be determined by the majority of the votes of the Members present and in the case of equality of votes the Chair of the committee shall have a deliberative as well as a casting vote.

Declaration of interests

6.  No 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.

General

7.—(1) No act or proceedings of the Board, or of any committee of their number, shall be invalid or illegal in consequence only of there being any vacancy in the number of Members at the time of such act or proceeding.

(2) All acts and proceedings of the Board, or of any committee of their number, or of any person acting as a Member, even if it is later found that there was some defect in the appointment of such Member or persons acting as Members, or that they or any of them had become disqualified, shall be as valid as if every such person had been duly appointed and was qualified to be a Member.

(3) The Board may require all Members to furnish particulars of all sources of income, business interests, securities held, interest in any land in the vicinity of the Harbour or any other matter which may reasonably be conceived as having the potential to lead to a conflict of interest with the duties of a Member. Knowledge of any such information provided shall be confined to the Chair, or in his/her absence the Deputy Chair, and to the Chief Executive subject to the proviso that, where in the opinion of the Chair or Deputy Chair after consultation with the Chief Executive there exists an actual or potential conflict of interest, they shall, after consultation with the Member or Members concerned, be entitled to divulge to the Board such information in relation to said Member or Members as they may consider relevant to said conflict of interest.

(4) The Board may pay to each Member such reasonable remuneration, allowances and expenses as the Board may from time to time determine.

(5) Subject to the provisions of this Order the Board shall have power to regulate its own procedure.