The Coleg Menai (Government) Regulations 1994

Regulation 2

SCHEDULE 1 INSTRUMENT OF GOVERNMENT

1. 1. Interpretation

2. 2. Composition of the Corporation: Introductory

3. 3. Initial appointments

4. 4. Co-option of members and determination of membership of Corporation as finally constituted

5. 5. Subsequent appointments

6. 6. Appointment of Chairman and Vice-Chairman

7. 7. Persons ineligible to be members

8. 8. Term of office

9. 9. Determination of membership

10. 10. Members not to be financially interested in the Institution

11. 11. Meetings

12. 12. Quorum

13. 13. Proceedings of meetings

14. 14. Minutes

15. 15. Public access to meetings

16. 16. Publication of minutes and papers

17. 17. Allowances to members

18. 18. Copies of Instrument of Government

19. 19. Change of name

20. 20. Application of seal

21. 21. Accounts and audit

22. 22. Amendment of Instrument of Government

Interpretation

1.  In this instument of Government—

(a) “the Corporation” means the further education corporation known as Coleg Menai and “the institution” the institution of that name which the Corporation are established to conduct,

“this Instrument” means this Instrument of Government, and

“the Secretary of State” means the Secretary of State for Wales;

(b) “business member”, “independent member”, “staff member”, “student member” and “co-opted member” have the meanings ascribed to them in clause 2;

(c) references, in relation to the Corporation, to a variable category are references to any category of members in relation to which the number applicable in accordance with clause 2(3) is subject to variation;

(d) references, in relation to any appointment, to the appointing authority shall be construed in accordance with clause 2(1);

(e) unless the context otherwise requires, a reference to—

(i) a numbered clause is a reference to the clause so numbered in this Instrument, and

(ii) a numbered paragraph is a reference to the paragraph so numbered in the clause in which the reference appears; and

(f) words importing one gender shall import all genders, the singular number shall include the plural and vice versa (unless the context otherwise requires) and the headings are included for convenience only and shall not affect the construction of this Instrument.

Composition of the Corporation: Introductory

2.—(1) References in this Instrument, in relation to any appointment, to the appointing authority are reference to the person by whom the appointment is required to be made under this Instrument.

(2) The Corporation shall consist of not less than 10 and not more than 20 members appointed by the appointing authority and shall include the person who is for the time being the Principal of the institution, unless he chooses not to be a member.

(3) Of the appointed members—

(a) not more than 13 shall be persons 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 “independent members”);

(b) 1 shall be a person nominated by the Training and Enterprise Council for the area in which the institution is situated;

(c) not more than 2 shall be members of the staff of the institution elected and nominated by the staff of the institution (to be known as “staff members”);

(d) not more than 1 shall be a student at the institution elected and nominated by the students at the institution (to be known as the “student member”);

(e) not more than 2 shall be persons nominated by a body or bodies within the local community nominated by the other members of the Corporation (other than the co-opted members); and

(f) in the case of the Corporation as finally constituted, not more than 5 (to be known as “co-opted members”) shall be persons co-opted by the members of the Corporation who are not co-opted members of which not more than 2 may be employed by a local authority, other than as teachers (including head teachers or principals) or as members of a fire brigade maintained under the Fire Services Act 1947(1), or be elected members of a local authority.

(4) It shall be for the appointing authority to determine any question as to whether any person is qualified in accordance with this Instrument for appointment as a member of the Corporation of any description or category.

(5) For the purposes of this Instrument, a person who is not for the time being enrolled as a student at the institution shall be treated as such a student during any period when he has been granted leave of absence from the institution for the purposes of study or travel or for carrying out the duties of any office held by him in any students' union at the institution.

(6) Members falling within paragraph (3)(a) or (b) are to be known as “business members”.

Initial appointments

3.—(1) Subject to the limits referred to in clause 2, the Secretry of State shall determine the membership of the Corporation as initially constituted, and shall appoint the members of the Corporation as so constituted.

(2) In determining the number of members to appoint within each variable category the Secretary of State shall secure that at least half of all the members of the Corporation as first constituted are business members.

Co-option of members and determination of membership of Corporation as finally constituted

4.—(1) Following the appointment by the Secretary of State of the first members of the Corporation under clause 3, the Corporation shall take the following steps, namely—

(a) make a determination at their first meeting fixing the total membership of the Corporation as finally constituted, and the number of members of each variable category of which the Corporation as so constituted are to consist, subject to the limits referred to in clause 2;

(b) appoint the co-opted members; and

(c) make such other appointments as are required to be made by them under clause 5 in consequence of their determination under sub-paragraph (a) above.

(2) A determination under this clause shall not have effect so as to terminate the appointment of any person who is already a member of the Corporation at the time when it takes effect.

(3) A determination under this clause may be varied by a subsequent determination.

(4) Where any appointment of a member (other than a first co-opted member) falls to be made in consequence of a determination in accordance with this clause, it shall not be made until after the appointment of the first co-opted members pursuant to paragraph (1)(b) above.

(5) In determining the number of members to appoint within each variable category the Corporation shall secure that at least half of all the members of the Corporation as finally constituted are business members.

Subsequent appointments

5.—(1) Appointments of members of the Corporation at any time after the appointment by the Corporation of the first co-opted members pursuant to clause 4(1)(b), shall be subject to this clause.

(2) The appointment of any members of the Corporation other than independent members shall be made by the Corporation.

(3) Where an appointment of an additional independent member of the Corporation falls to be made in consequence of a determination in accordance with clause 4, the appointment shall be made—

(a) by the Corporation if the appointment is made within the period of three months beginning with the date of the determination; or

(b) if the appointment is not made within that period, by the current independent members.

(4) Where a vacancy in the office of an independent member of the Corporation arises on any existing independent member ceasing to hold office on the expiry of his term of office—

(a) his successor shall not be appointed more than six months before the expiry of that term; and

(b) the appointment of his successor shall be made—

(i) by the Corporation if the appointment is made not less than three months before the expiry of that term, or

(ii) if the appointment is not so made, by the current independent members of the Corporation.

(5) Where a vacancy in the office of an independent member of the Corporation arises on the death of any such member or on any such member ceasing to hold office in accordance with this Instrument other than on the expiry of his term of office, the appointment of his successor shall be made—

(a) by the Corporation if the appointment is made within the period of three months beginning with the date of death or the date on which the office becomes vacant (as the case may be); or

(b) if the appointment is not made within that period, by the current independent members of the Corporation.

(6) No appointment of an independent member by the Corporation in accordance with paragraph (3)(a), (4)(b)(i) or (5)(a) shall be made unless the appointment has been approved by a majority of the current independent members.

(7) If the number of independent members falls below the number needed for a quorum, the Secretary of State shall appoint such number of independent members as is required for a quorum.

Appointment of Chairman, Vice-Chairman and Clerk

6.—(1) At the first meeting of the Corporation, the members shall appoint a Chairman and a Vice-Chairman from among their number.

(2) The Principal and any staff or student member shall not be eligible to be appointed Chairman or Vice-Chairman.

(3) The Chairman and Vice-Chairman shall hold office for such period as the Corporation may determine.

(4) If both the Chairman and Vice-Chairman are absent from any meeting of the Corporation, the members present shall choose one of their number to act as chairman for that meeting, provided that the member chosen shall not be the Principal or a staff member or student member.

(5) The Chairman and Vice-Chairman may at any time by notice in writing to the Clerk to the Corporation resign their respective offices.

(6) At the first meeting following the expiry of the term of office of the Chairman or the Vice-Chairman, or following the resignation of the Chairman or Vice-Chairman, the members shall appoint a new Chairman or Vice-Chairman, as the case may be, from among their number.

(7) Chairmen and Vice-Chairmen retiring at the end of their respective terms of office shall be eligible for reappointment.

(8) The Corporation shall appoint a person to serve as Clerk to the Corporation.

Persons ineligible to be members

7.—(1) A person who is under the age of 18 years shall be ineligible for appointment as a member except as the student member.

(2) Subject to paragraph (3), no person who has attained the age of 70 years shall be eligible for appointment as a member of the Corporation.

(3) A person who has attained the age of 70 years shall not by virtue of paragraph (2) be disqualified for appointment as a member of the Corporation where—

(a) the appointing authority in relation to the appointment is the Secretary of State; or

(b) the appointing authority in relation to the appointment determines to make the appointment by a vote representing an absolute majority of all the members of that authority (whether or not taking part in the vote).

(4) A person who is a member of staff of the institution shall be disqualified for holding, or continuing to hold, office as a member except as a staff member or as a co-opted member or in his capacity as Principal.

(5) A student at the institution shall be disqualified for holding, or continuing to hold, office as a member except as the student member: Provided that a person who is already a member shall not be disqualified for continuing to hold office by reason only of his having enrolled on a part-time course at the institution.

(6) A person who is employed by a local authority, other than as a teacher (including a head teacher or principal) or as a member of a fire brigade maintained under the Fire Services Act 1947, or is an elected member of a local authority shall be disqualified for holding, or continuing to hold, office as a member except as a co-opted member.

(7) Subject to paragraphs (8) and (9), a person shall be disqualified for holding, or for continuing to hold, office as a member if that person has been adjudged bankrupt or has made a composition or arrangement with his creditors; and a member, on becoming so disqualified, shall give written notice of the fact to the Clerk to the Corporation.

(8) Where a person is disqualified by reason of his having been adjudged bankrupt, that disqualification shall cease—

(a) unless the bankruptcy order made against that person is previously annulled, on his discharge from bankruptcy; and

(b) if the bankruptcy order is so annulled, on the date of the annulment.

(9) Where a person is disqualified by reason of his having made a composition or arrangement with his creditors and he pays his debts in full, the disqualification shall cease on the date on which the payment is completed and in any other case it shall cease on the expiration of three years from the date on which the terms of the deed of composition or arrangement are fulfilled.

(10) A person shall be disqualified for holding, or for continuing to hold, office as a member if, within five years before his appointment would otherwise have taken effect, or since his appointment, he has been convicted in the United Kingdom, the Channel Islands or the Isle of Man of any offence and has had passed on him a sentence of imprisonment (whether suspended or not) for a period of not less than three months without the option of a fine. Where, by virtue of this paragraph, a person becomes disqualified for holding office as a member that person shall give written notice of that fact to the Clerk to the Corporation.

Term of office

8.—(1) A member of the Corporation shall hold and vacate office in accordance with the terms of his appointment but the length of his term shall not exceed 4 years.

(2) Members retiring at the end of their term of office shall be eligible for reappointment.

Determination of membership

9.—(1) A member may at any time by notice in writing to the Clerk to the Corporation resign his office.

(2) If at any time the Corporation are satisfied that any member (other than the Principal)—

(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 (other than temporarily) to discharge the functions of a member,

the Corporation may by notice in writing to that member remove him from office and thereupon the office shall become vacant.

(3) A staff or student member of the Corporation shall cease to be a member if he ceases to be a member of the staff or a student of the institution (as the case may be) and thereupon the office shall become vacant.

Members not to be financially interested in the Institution

10.—(1) Except with the approval in writing of the Secretary of State no member shall take or hold any interest in any property held or used for the purpose of the institution, or receive any remuneration for his services as a member: Provided that a member who is a member of the staff of the institution (including the Principal) may receive remuneration in that capacity.

(2) A member who has any financial interest in—

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

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

(c) any other matter relating to the institution,

and is present at a meeting of the Corporation at which the supply, contract, or other matter is to be considered, shall at that meeting disclose the fact and shall not take part in the consideration or vote on any question with respect to it and shall not be counted in the quorum present at the meeting in relation to a resolution on which he is not entitled to vote.

(3) This clause shall 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 office or the Corporation obtaining such insurance and paying the premiums.

Meetings

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

(2) All meetings shall be summoned by the Clerk to the Corporation, who shall send to the members written notice of the meeting and a copy of the agenda therefor at least seven clear days in advance of the meeting.

(3) A special meeting of the Corporation may be called at any time by the Chairman or at the request in writing of any five members. Where the Chairman, or in his absence, the Vice-Chairman, so directs on the ground that there are matters demanding urgent consideration, it shall be sufficient if the written notice convening the meeting and the agenda therefor are given within such period, being less than seven days, as he specifies.

(4) Members of the Corporation shall not be bound in their speaking and voting by mandates given to them by other bodies or persons.

Quorum

12.—(1) Meetings of the Corporation shall be quorate if 40% or more members are present including at least 40% of the total number of business members. The table set out below gives the number of members and business members necessary for a quorum (assuming the Corporation has the minimum number of business members).

TABLE

(1)	(2)	(3)
Total membership of the Corporation	Number of members that constitute a quorum	Minimum number of business members that must be included in the number in column (2)
10	4	2
11 or 12	5	3
13 or 14	6	3
15	6	4
16 or 17	7	4
18, 19 or 20	8	4

(2) If the number of members assembled for a meeting of the Corporation does not constitute a quorum therefor, the meeting shall not be held. If in the course of a meeting of the Corporation the number of members thereof present ceases to constitute a quorum, the meeting shall be terminated forthwith.

(3) If for lack of quorum a meeting cannot be held or, as the case may be, cannot continue, the Chairman shall, if he thinks fit, cause a special meeting to be summoned as soon as conveniently may be.

(4) If a meeting is quorate, but the members present who are business members are in a minority, a majority of such members present shall have the right to decide that an item of business be deferred to a subsequent meeting. No item may be so deferred more than once under this provision.

Proceedings of meetings

13.—(1) Every question to be decided at a meeting of the Corporation shall be determined by a majority of the votes of the members present and voting on the question. Where there is an equal division of votes the Chairman of the meeting shall have a second or casting vote.

(2) A member may not vote by proxy.

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

(4) Except as provided by articles 12 and 13 of the Articles of Government (relating to appeals and representations about staff discipline and dismissal), a member of the Corporation who is a member of the staff of the institution and the Principal (if he is not a member of the Corporation) shall withdraw—

(a) from that part of any meeting of the Corporation at which his remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement are to be considered;

(b) from that part of any meeting of the Corporation at which the appointment of his successor is to be considered; and

(c) if so required by a resolution of the other members present, from that part of any meeting of the Corporation at which the appointment, remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of any member of staff holding a post senior to his own are to be considered.

(5) Subject to paragraph (4), a Principal who has chosen not to be a member of the Corporation shall still be entitled to attend and speak at all meetings of the Corporation.

(6) A student member who is under the age of 18 shall not vote 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 appeals and representations by students in disciplinary cases, a student member shall withdraw from that part of any meeting of the Corporation at which his conduct, suspension or explusion is to be considered.

(8) In any case where the Corporation are to discuss the appointment, remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of a member or prospective member of the staff of the institution, a student member shall—

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

(b) where required to do so by any one member of the Corporation present at the meeting, withdraw from the meeting.

Minutes

14.—(1) At every meeting of the Corporation the minutes of the last meeting shall be taken as the first agenda item, except in cases where the members present decide otherwise, and, if agreed to be accurate, shall be signed as a true record.

(2) Separate minutes shall be taken of those parts of meetings from which staff or student members have withdrawn. A staff or student member who has withdrawn from a meeting in accordance with clause 13(4), (7) or (8) shall not be entitled to see the minutes of that part of the meeting.

Public access to meetings

15.  Subject to clause 13(5), any question whether any person who is not—

(a) a member of the Corporation; or

(b) the Clerk to the Corporation,

should be allowed to attend a meeting of the Corporation shall be determined by the Corporation.

Publication of minutes and papers

16.—(1) Subject to paragraph (2), the Corporation shall ensure that a copy of:

(a) the agenda for every meeting of the Corporation;

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

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

(d) any report, document or other paper considered at any such meeting, shall, in each case as soon as may be, be made available during normal office hours at the institution to any person wishing to inspect them.

(2) There may be excluded from any item required to be made available in pursuance of paragraph (1), 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; and

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

Allowances to members

17.  The Corporation shall have power to pay to the members of the Corporation such travelling, subsistence or other allowances as the Corporation may determine.

Copies of Instrument of Government

18.  A copy of this Instrument shall be given to every member of the Corporation and shall be available for inspection upon request during normal office hours at the institution to every member of staff and every student.

Change of name

19.  The Corporation may change their name with the approval of the Secretary of State.

Application of seal

20.  The application of the seal of the Corporation shall be authenticated by the signature of the Chairman or of some other member authorised either generally or specially by the Corporation to act for that purpose together with that of any other member.

Accounts and audit

21.—(1) The Corporation shall—

(a) keep proper accounts and proper records in relation to the accounts; and

(b) prepare in respect of each financial year of the Corporation a statement of accounts.

(2) The statement shall—

(a) give a true and fair account of the state of the Corporation’s affairs at the end of the financial year and of the Corporation’s income and expenditure in the financial year; and

(b) comply with any directions given by the Further Education Funding Council for Wales as to the information to be contained in it, the manner in which the information is to be presented, the methods and principles according to which it is to be prepared and the time and manner of publication.

(3) The accounts (including any statement prepared under this clause) shall be audited by persons appointed in respect of each financial year by the Corporation.

(4) Such auditors shall be appointed, and audit work conducted, in accordance with any requirements of the Further Education Funding Council for Wales.

(5) In this clause in relation to the Corporation—

“the first financial year” means the period commencing with the date on which the Corporation is established and ending with the second 31st July following that date; and

“financial year” means that period and each successive period of twelve months.

Amendment of Instrument of Government

22.  This Instrument may be modified or replaced in accordance with section 22 of the Further and Higher Education Act 1992.

(1)

1947 c. 41.