It shall be for the appointing authority as specified in clause 3 or, as the case may be, clause 5 to determine any question as to whether any person is qualified in accordance with paragraph (1) for appointment as a member of the Corporation of any description or category.

For the purpose 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.

In paragraph (1)(g) “voluntary body” includes any association not conducted for profit.

The Secretary of State is the appointing authority for the purpose of this Instrument in relation to the appointment of the first members of the Corporation.

In determining the number of members to appoint within each variable category the Secretary of State shall secure that the number of business members of the Corporation as first constituted shall be equal to one third of the total number of members other than LSC members rounded up to the nearest whole number.

At its first meeting the Corporation shall make a determination with respect to its membership numbers, which shall be not less than 12 but not more than 20 other than LSC members.

Such a determination shall fix the numbers of members of each variable category of which the Corporation is to consist, subject to the limit which applies to each category set out in clause 2.

In making such a determination, the Corporation shall secure that the number of business members of the Corporation, when constituted in accordance with that determination, shall be equal to one third of the total number of members other than LSC members rounded up to the nearest whole number.

Such a determination 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.

Such a determination may be varied by a subsequent determination, to which paragraphs (1) to (4) shall apply.

Subject to paragraph (3) the Corporation is the appointing authority in relation to the appointment of any member of the Corporation other than an LSC member at any time after the appointment by the Secretary of State of the first members.

The Corporation may not make any such appointment before it has made the first determination under clause 4.

If the number of members falls below the number needed for a quorum, the Secretary of State is the appointing authority in relation to the appointment of such number of members as is required for a quorum.

The appointing authority may decline to appoint a person as a local authority or community member if the person does not have the specified skills and experience

Except as provided in paragraphs (4) and (5) paragraph (1) shall not entitle the Corporation to decline to appoint any person as a parent, staff, student, local authority or community member unless the person is ineligible to be a member of the Corporation by virtue of clause 8.

Where the office of any appointed member becomes vacant the Corporation (where it is the appointing authority) shall as soon as practicable take all necessary steps to appoint a new member to fill the vacancy.

Nothing in this clause shall entitle the Corporation to request more than one nomination from any of the bodies referred to in clause 2(1)(c) to (g) to fill any particular vacancy.

In this clause “specified skills and experience” means skills and experience (other than professional qualifications) specified by the Corporation as appropriate for members of the Corporation after consultation with the local authorities nominated under clause 2(1)(f) and the voluntary body or bodies nominated under clause 2(1)(g).

The members shall appoint a Chair and a Vice-Chair from among their number.

Neither the Principal nor any staff or student member shall be eligible to be appointed Chair or Vice-Chair.

The Chair and Vice-Chair shall hold office for such a period as the Corporation may determine.

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

The Chair or Vice-Chair may resign his office at any time by giving notice in writing to the Clerk to the Corporation.

If at any time the Corporation is satisfied that the Chair or Vice-Chair is unable or unfit to discharge the functions of Chair or Vice-Chair (as the case may be) the Corporation may by notice in writing to the Chair or Vice-Chair remove him from his office and thereupon the office shall be vacant.

At the last meeting before the expiry of the term of office of the Chair or the Vice-Chair, or following the resignation or removal from office of the Chair or the Vice-Chair, the members shall appoint a new Chair or Vice-Chair, as the case may be, from among their number.

At the expiry of their term of office the Chair or Vice-Chair shall be eligible for reappointment.

Subject to paragraph (4) the Corporation shall appoint a person to serve as Clerk to the Corporation.

Subject to clause 14 the Clerk to the Corporation shall be entitled to attend all meetings of the Corporation (including all meetings of any committee of the Corporation).

In the event of a temporary absence of the Clerk to the Corporation, the Corporation shall appoint a person to serve as a temporary Clerk to the Corporation; and any reference in this Instrument to the Clerk to the Corporation shall include a temporary Clerk appointed under this paragraph.

The Principal shall be ineligible to be appointed as Clerk to the Corporation or as a temporary Clerk to the Corporation.

Any person who is under the age of 18 years shall be ineligible for appointment as a member except as a student member.

A person who is a member of staff of the institution shall be ineligible for appointment as a member except as a staff member or in his capacity as Principal.

A student at the institution shall be ineligible to be appointed as a member except as a student member. A person who is already a member other than a student member shall not be required to resign if during his term of office he enrols on a part-time course at the institution, but if he enrols on a full-time course at the institution he shall cease to be a member of the Corporation and thereupon his office shall become vacant.

The Clerk to the Corporation shall be ineligible to be a member.

Subject to paragraphs (6) and (7), a person shall be disqualified from holding, or from continuing to hold, office as a member, if that person has been adjudged bankrupt, or if he is the subject of a bankruptcy restrictions order, an interim bankruptcy restrictions order or a bankruptcy restrictions undertaking within the meaning of the Enterprise Act 20023 which amends the Insolvency Act 19864 or if he has made a composition or arrangement with his creditors, including an individual voluntary arrangement.

Where a person is disqualified by reason of his having made a composition or arrangement with his creditors, including an individual voluntary arrangement, 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, arrangement or individual voluntary arrangement are fulfilled.

Upon a member of the Corporation becoming disqualified from continuing to hold office by virtue of paragraph (5) or (8), he shall forthwith give notice of the fact to the Clerk to the Corporation.

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

Members retiring at the end of their term of office shall be eligible for reappointment, and clause 5 shall apply to the reappointment of a member as it does to the appointment of a member’s successor.

A member may resign his office at any time by giving notice in writing to the Clerk to the Corporation.

Any person who is a member of the Corporation by virtue of being a member of the staff (including the Principal) of the institution shall cease to hold office if he ceases to be a member of the staff of the institution; and thereupon the office shall become vacant.

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.

The Clerk to the Corporation shall maintain a register of the interests of the members of the Corporation which are disclosed to the Corporation, and the register shall be made available during normal office hours at the institution to any person wishing to inspect it.

This clause shall not prevent the members of the Corporation considering and voting upon proposals for the Corporation to insure the members against liabilities incurred by them arising out of their office or the Corporation obtaining such insurance and paying the premium.

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

Subject to paragraph (3), all meetings shall be summoned by the Clerk to the Corporation, who shall, at least 7 calendar days before the date of the meeting, send to the members written notice of the meeting and a copy of the proposed agenda.

However, if it is proposed to consider at any meeting the remuneration, conditions of service, conduct, suspension, dismissal or retirement of the Clerk to the Corporation, the Chair (and not the Clerk) shall, at least 7 calendar days before the date of the meeting, send to the members a copy of the agenda item concerned together with any relevant papers.

A special meeting of the Corporation may be called at any time by the Chair or at the request in writing of any 5 members. Where the Chair or, in his absence, the Vice-Chair 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 proposed agenda are given within such period, being less than 7 calendar days, as he specifies.

Every member of the Corporation shall act in the best interests of the Corporation and accordingly shall not be bound in speaking and voting by mandates given to him by any other body or person.

Meetings of the Corporation shall be quorate if the number of members present is at least 40% of the membership numbers (that is to say the aggregate of the number determined in accordance with clause 4 and the number of any LSC members).

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.

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

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 chair of the meeting shall have a second or casting vote.

A member may not vote by proxy or by way of postal vote.

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.

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 and any committee of the Corporation, except that he shall withdraw in any case where he would be required to withdraw under paragraph (4) if he were attending as a member.

Except as provided by rules made under article 16(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 or any committee of the Corporation at which his conduct, suspension or expulsion is to be considered.

In this clause “staff matters” means the remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of staff.

Subject to paragraph (2) at every meeting of the Corporation the minutes of the last meeting shall be taken as an agenda item.

Paragraph (1) shall not require the minutes of the last meeting to be taken as an agenda item of a meeting called under clause 12(4), and where the minutes of the last meeting are, pursuant to this paragraph, not taken as an agenda item of such a meeting they shall be taken as an agenda item at the next meeting which is not called under clause 12(4).

Where minutes of a meeting are taken as an agenda item and agreed to be accurate, those minutes shall be signed as a true record by the Chair of the meeting.

Separate minutes shall be taken of those parts of meetings from which staff or student members or the Clerk to the Corporation have withdrawn. A member of the Corporation who is a member of staff of the institution, a student member or the Clerk to the Corporation who has withdrawn from a meeting in accordance with clause 14(4), (7), (8)(b) or (9) shall not be entitled to see the minutes of that part of the meeting or any papers in relation thereto.

In these Articles of Government—

• “the Academic Board” means the body constituted in accordance with article 4,

• “the Articles” means these Articles of Government,

• “business member”, “community member”, “co-opted member”, “local authority member”, “staff member” and “student member” have the same meanings as in the Instrument of Government,

• “Chair” and “Vice-Chair” means respectively the Chair and Vice-Chair of the Corporation appointed under clause 6 of the Instrument of Government,

• “the clerk” means the Clerk to the Corporation,

• “the Corporation” and “the Secretary of State” have the same meaning as in the Instrument of Government,

• “the Council” means the Learning and Skills Council for England,

• “operative date” has the same meaning as in the Central Sussex College (Incorporation) Order 20055,

• “senior post” means the post of Principal and such other senior posts as the Corporation may determine for the purposes of these Articles,

• “the staff” means all the staff of the institution,

• “the Students' Union” means any association of the generality of students formed to further the educational purposes of the institution and the interests of students as students.

There shall be an Academic Board of no more than 30 members, comprising the Principal (who shall be chair) and such other members of staff and students as may from time to time be approved by the Corporation. The Principal may nominate a deputy chair from among the members of the Academic Board to take the chair in his place. The period of the appointment of members and the selection or election arrangements shall be subject to the approval of the Corporation.

The Academic Board may establish such committees as it considers necessary for the purpose of enabling it to carry out its responsibilities provided that in each case the establishment of a committee is first approved by the Principal. The number of members of any such committee, and the terms on which they are to hold and to vacate office, shall be determined by the Academic Board, and any such committee may include persons who are not members of the Academic Board.

The number of members of a committee established under this article, and the terms on which they are to hold and to vacate office, shall be determined by the Corporation.

The Corporation shall establish a committee, to be known as the Audit Committee, to advise on matters relating to the Corporation’s audit arrangement and systems of internal control. The committee shall consist of at least 3 persons and may include employees of the Corporation other than those in senior posts, and shall operate in accordance with any requirements of the Council.

Any committee established by the Corporation (other than the Special Committee referred to in article 12) may include persons who are not members of the Corporation.

The Corporation may not delegate the power to determine an appeal under articles 11(5)(a), 12(8), 12(14), 13(6) or 13(11).

The Principal may suspend from duty with or without pay, any member of staff other than the holder of a senior post for misconduct or other good or urgent cause.

Anyone who is suspended from duty for misconduct or other good or urgent cause shall be entitled to receive from the Principal, or in the case of a senior post-holder, from the Chair or Vice-Chair, written notification of the suspension, setting out the grounds on which the decision to suspend has been taken.

Nothing in this article authorises the suspension of a person without pay where such suspension is not expressly provided for under his contract of employment.

Subject to paragraphs (12) to (15), if the Chair, or in his absence the Vice-Chair, or a majority of the members consider that it may be appropriate for the Corporation to dismiss the holder of a senior post, then the Chair, Vice-Chair or Corporation as appropriate, shall refer the matter to a Special Committee of the Corporation, which shall be convened as soon as possible to examine and determine the case for dismissal.

The Special Committee shall consist of at least three members of the Corporation, but the Chair, Vice-Chair, Principal and staff and student members shall not be eligible for membership of it.

The Special Committee shall hold its first meeting within seven days of being convened.

The person whose proposed dismissal is to be considered and determined by the Special Committee shall be entitled to receive from that committee a written statement of the alleged conduct, characteristics or other circumstances which led to his being considered for dismissal and he shall be afforded a reasonable opportunity to consider his response to it.

When sending the statement at paragraph (4), the Special Committee shall invite the senior post-holder to attend a meeting with that committee and no disciplinary action, except suspension, shall be taken against him until that meeting has taken place.

The senior post-holder shall have the right to make representations at the meeting referred to at paragraph (5), including oral representations, for which purpose he may be accompanied and represented by a friend.

After taking any representations into account, the Special Committee shall, take such action as it considers appropriate, which may include dismissal, and communicate its decision to the senior post-holder concerned, notifying him of his right to appeal against it.

The senior post-holder shall have the right to appeal to the Corporation against the decision of the Special Committee and must do so in writing within fourteen days of receipt of that decision.

Where an appeal is made under paragraph (8), the senior post-holder must be invited to a meeting of the Corporation at which he may make representations, including oral representations, and for the purpose of making oral representations he may be accompanied and represented by a friend.

No members of the Special Committee to which a reference is made under paragraph (1) shall attend the meeting of the Corporation under paragraph (9).

The Corporation shall consider the decision of the Special Committee and any representations of the senior post-holder and take such action as it considers appropriate and communicate its decision to the senior post-holder and to the Special Committee.

The Chair, or in his absence the Vice-Chair, may dismiss the holder of a senior post with immediate effect, without any need for prior notice and without referral to the Special Committee, where the circumstances are such that he is entitled to do so by reason of the conduct of the senior post-holder and in such a case paragraphs (1) to (11) of this article shall not apply.

Where a senior post-holder has been dismissed pursuant to paragraph (12), the Chair or Vice-Chair, as appropriate, shall provide him with a written statement of the alleged misconduct which has led to the dismissal and the reasons why they consider he was guilty of such misconduct and notifying him of his right to appeal to the Corporation against the dismissal.

A senior post-holder may appeal in writing to the Corporation within fourteen days of receiving a written statement under paragraph (13) and the Corporation shall, as soon as reasonably practicable after receipt of notification of such an appeal, invite him to attend a meeting, at which he may make representations, including oral representations and may be accompanied and represented by a friend.

The Corporation shall determine the appeal, having taken any representations into account, and shall notify the senior post-holder and the Special Committee of its decision.

A failure by the Corporation or the Special Committee to take any action within a time limit set out in this article shall not relieve them of the duty to take that action.

The Principal may dismiss any member of staff other than the holder of a senior post and that dismissal may take immediate effect, without any need for prior notice, where the circumstances are such that he is entitled to do so by reason of the conduct of that member of staff.

Before any decision to dismiss a member of staff is taken, other than a decision to dismiss him with immediate effect, the person whose proposed dismissal is to be considered and determined by the Principal shall be entitled to receive from him a written statement of the alleged conduct, characteristics or other circumstances which led to his being considered for dismissal and he shall be afforded a reasonable opportunity to consider his response to it.

When sending the statement at paragraph (2), the Principal shall invite the post-holder to attend a meeting with him and no disciplinary action, except suspension, shall be taken against the post-holder until that meeting has taken place.

The post-holder shall have the right to make representations at the meeting referred to at paragraph (3), including oral representations, for which purpose he may be accompanied and represented by a friend.

After taking any representations into account, the Principal shall take such action as he considers appropriate, which may include dismissal, and shall communicate his decision to the post-holder concerned, notifying him of his right to appeal against it.

The post-holder shall have the right to appeal to the Corporation against the Principal’s decision and must do so in writing within fourteen days of receipt of that decision.

Where an appeal is made under paragraph (6), the post-holder must be invited to a meeting of the Corporation, at which he may make representations, including oral representations and he may be accompanied and represented by a friend.

The Principal shall not attend the meeting of the Corporation under paragraph (7).

The Corporation shall consider the decision of the Principal and any representations of the post-holder and take such action as it considers appropriate and communicate its decision to the post-holder and to the Principal.

Where a member of staff has been dismissed with immediate effect under paragraph (1), the Principal shall provide him with a written statement of the alleged misconduct which has led to the dismissal and the reasons why he considers he was guilty of such misconduct and notifying him of his right to appeal to the Corporation against the dismissal.

A post-holder may appeal in writing to the Corporation within fourteen days of receiving a written statement under paragraph (10) and the Corporation shall, as soon as reasonably practicable after receipt of notification of such an appeal, invite him to attend a meeting, at which he may make representations, including oral representations, and may be accompanied and represented by a friend.

The Corporation shall determine the appeal, having taken any representations into account, and shall notify the post-holder and the Principal of its decision.

Where the Clerk is also a member of staff at the institution, he is to be treated as a senior post-holder for the purposes of articles 11 – 13 which relate to the suspension and dismissal of staff.

Where the Clerk is suspended or dismissed under articles 11 or 12, that suspension or dismissal does not affect his role as Clerk to the Corporation.

The suspension or dismissal of the Clerk as a member of staff under articles 11 or 12 will have no bearing on any action which the Corporation may take with reference to the termination of any separate appointment he may have as Clerk, or his suspension from such appointment.

Any Students' Union shall conduct and manage its own affairs and funds in accordance with a constitution approved by the Corporation and shall present audited accounts annually to the Corporation. No amendment to or rescission of that constitution, in part or in whole, shall be valid unless approved by the Corporation.

After consultation with representatives of the students, the Corporation shall make rules concerning the conduct of students, including procedures for suspension and expulsion (including expulsion for an unsatisfactory standard of work or other academic reason).

The Corporation shall, at such times as it considers appropriate, examine and evaluate (or arrange for the examination and evaluation on its behalf of) its systems of internal financial control to ensure that they contribute to the proper, economic, efficient and effective use of the Corporation’s resources.

The Corporation shall not appoint any persons (“internal auditors”) to carry out the activities referred to in paragraph (1) on their behalf if such persons are appointed as external auditors under article 20.

The accounts (including any statement prepared under this clause) shall be audited by persons (“external auditors”) appointed by the Corporation (subject to paragraph (5)) in respect of each financial year.

Such auditors shall be appointed and other audit work conducted, in accordance with any requirements of the Council.

The Corporation shall not appoint persons as external auditors under paragraph (3) in respect of any financial year if those persons are also appointed as internal auditors under article 19.