The National College for the Creative and Cultural Industries (Government) Regulations 2016

Regulation 2

SCHEDULE 1 INSTRUMENT OF GOVERNMENT

1. 1. Interpretation of the terms used

2. 2. Composition of the Corporation

3. 3. Appointment of the members of the Corporation

4. 4. Appointment of the Chair and Vice-Chair

5. 5. Appointment of the Clerk to the Corporation

6. 6. Persons who are ineligible to be members

7. 7. The term of office of a member

8. 8. Duties and liabilities of members

9. 9. Termination of membership

10. 10. Members not to hold interests in matters relating to the institution

11. 11. Meetings

12. 12. Written resolutions and electronic communications

13. 13. Quorum

14. 14. Proceedings of meetings

15. 15. Minutes

16. 16. Access to meetings

17. 17. Publication of minutes and papers

18. 18. Copies of the Instrument of Government

19. 19. Change of name of the Corporation

20. 20. Indemnity

21. 21. Notices

22. 22. Execution of documents and application of the seal

Interpretation of the terms used

1.  In this Instrument of Government—

(a) “business day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

(b) “Chair” means the Chair of the Corporation appointed in accordance with clause 4;

(c) any reference to the “Chief Executive” shall include a person acting as Principal or Chief Executive;

(d) “Chief Financial Officer” means the Chief Financial Officer to the Corporation;

(e) “Clerk” means the Clerk to the Corporation;

(f) “connected person” has the meaning set out in clause 188 of the Charities Act 2011(1);

(g) “Corporation” means the further education corporation to which this Instrument applies and any subsidiary company of the Corporation;

(h) “electronic form” or “electronic means” have the meaning set out in section 1168(3) to (6) (inclusive) of the Companies Act 2006(2);

(i) “general member”, “staff member” and “student member” have the meanings given to them in clause 2;

(j) “institution” means the institution which the Corporation is established to conduct and any institution for the time being conducted by the Corporation in exercise of its powers under the Further and Higher Education Act 1992(3);

(k) “Instrument” means this Instrument of Government;

(l) “members” means the general members, the Chief Executive (unless the Chief Executive chooses not to be a member), the staff member and the student member;

(m) “meeting” includes a meeting at which the members participate from more than one place, provided that it is possible for every participating member to communicate with each other as set out in paragraph 11(8);

(n) “necessary skills” means skills and experience, other than professional qualifications, specified by the Corporation as appropriate for members to have taking account, if appropriate, of the category of that member;

(o) “Secretary of State” means the Secretary of State for Education (or any successor responsible for further education);

(p) “special meeting” has the meaning given in paragraph 11(5);

(q) “staff” means persons who have a contract of employment with the Corporation or with its subsidiaries (if any);

(r) “staff matters” means the remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of staff;

(s) “student” means a student of the institution;

(t) “students’ association” means any association of students of the institution formed to further the educational purposes of the institution and the interests of students, as students;

(u) “subsidiary” means a subsidiary as defined in section 1159 of the Companies Act 2006;

(v) “Vice-Chair” means the Vice-Chair of the Corporation appointed in accordance with clause 4;

(w) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.

Composition of the Corporation

2.—(1) Subject to the transitional arrangements set out in paragraph 2(3), the Corporation shall consist of the following categories of members—

(a) not less than seven nor more than twelve members who appear to the Corporation to have the necessary skills to ensure that the Corporation carries out its functions under article 3 of the Articles of Government (“general member”);

(b) the Chief Executive, unless the Chief Executive chooses not to be a member;

(c) one member who is a member of staff who has been nominated and elected by his or her fellow members of staff in such manner as the staff approve from time to time (“staff member”); and

(d) one member who is a student enrolled on a course of at least a one year duration who has been nominated and elected by his or her fellow students, in such manner as the students approve from time to time, or if the Corporation so decides, by a recognised association representing the students (“student member”).

(2) A person who is not for the time being enrolled as a student, shall nevertheless be treated as a student during any period of authorised absence from the institution for study, travel or for carrying out the duties of any office held by that person in the institution’s students’ association.

(3) Where the number of members of the Corporation or the number of members in any category do not comply with the requirements of paragraph 2(1), or any subsequent determination, the Corporation shall make new appointments so that its composition conforms to the determination as soon as possible, and all decisions of the Corporation in the interim shall be valid.

Appointment of the members of the Corporation

3.—(1) The Secretary of State shall be the appointing authority for the first members. Subject thereto the Corporation is the appointing authority in relation to subsequent appointments of its members.

(2) The appointing authority may decline to appoint a person as a member if—

(a) it is satisfied that the person has been removed from office as a member of a further education corporation in the previous ten years;

(b) the appointment of the person would contravene paragraph 7(3) or any rule or bye-law made under article 16 of the Articles of Government concerning the number of terms of office which a person may serve, provided that such rules or bye-laws make the same provision for each category of members appointed by the appointing authority; or

(c) the person is ineligible to be a member under the provisions of clause 6.

(3) Where the office of any member becomes vacant the relevant appointing authority shall as soon as practicable take all necessary steps to appoint a new member to fill the vacancy. Any vacancy of any of the offices of member shall not prevent the members from exercising all of the powers of the Corporation during such vacancy.

(4) If the number of general members falls below the minimum set out in paragraph 2(1)(a), the Clerk shall call a meeting of the members to appoint persons to general membership sufficient to equal or exceed that minimum number.

(5) 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 those members needed for a quorum.

Appointment of the Chair and Vice-Chair

4.—(1) The members of the Corporation shall appoint a Chair, and if the Corporation determines from time to time, a Vice-Chair, from among the general members. The Chair (or in the Chair’s absence, the Vice-Chair) shall chair meetings of the Corporation.

(2) If both the Chair and the Vice-Chair are absent from any meeting of the Corporation, the members present shall choose someone from among the general members present to act as Chair for that meeting.

(3) The Chair and Vice-Chair shall hold office for such period as the Corporation decides.

(4) The Chair and Vice-Chair may resign from office at any time by giving notice in writing to the Clerk.

(5) If the Corporation is satisfied that the Chair or Vice-Chair (as the case may be) is unfit or unable to carry out the functions of office, it may give written notice, removing the Chair or Vice- Chair (as the case may be) from office and the office shall then be vacant.

(6) At the last meeting before the end of the term of office of the Chair or Vice-Chair (as the case may be), or at the first meeting following the Chair’s or Vice-Chair’s (as the case may be) resignation or removal from office, the members shall appoint a replacement from among the general members.

(7) Unless the Corporation otherwise resolves from time to time at the end of their respective terms of office, the Chair and Vice-Chair shall be eligible for reappointment subject to any maximum terms of office approved by the Corporation from time to time.

Appointment of the Clerk to the Corporation

5.—(1) The Corporation shall appoint a person to serve as its Clerk. Neither the Chief Executive nor the Chief Financial Officer may be appointed as Clerk.

(2) In the temporary absence of the Clerk, the Corporation shall appoint a person to serve as a temporary Clerk, but the Chief Executive and the Chief Financial Officer may not be appointed as temporary Clerk.

(3) Any reference in this Instrument to the Clerk shall include a temporary Clerk appointed under paragraph 5(2).

(4) The Clerk may also be a member of staff.

Persons who are ineligible to be members

6.—(1) No one under the age of 18 years may be a member.

(2) Only natural persons may be members.

(3) The Chief Financial Officer and the Clerk may not be members.

(4) A person who is a member of staff may not be, or continue as, a member, except as a staff member or as the Chief Executive.

(5) A person who is a student may not be, or continue to as, a member, except as a student member.

(6) Paragraph 6(4) does not apply to a student who is employed or engaged by the Corporation in connection with the student’s role as an officer of a students’ association.

(7) A person shall be disqualified from holding, or from continuing to hold, office as a member if—

(a) that person is disqualified from acting as a charity trustee by virtue of section 178 – 179 of the Charities Act 2011;

(b) that person is certified by a registered medical practitioner as being physically or mentally incapable of discharging his duties as a member and will remain so for more than three months;

(c) a resolution to remove that person from office is proposed at a properly convened meeting of the members called for that purpose and passed by a two thirds majority of votes cast at the meeting that the person is unfit or unable to discharge his functions as a member or his conduct calls himself or the institution in to disrepute or that person breaches any code of conduct applying to members of the Corporation from time to time; or

(d) that person without the consent of the Corporation is absent from two or more consecutive meetings of the Corporation and the Corporation resolves to remove that member from office.

(8) Upon a member becoming disqualified from continuing to hold office, the member shall immediately give notice of that fact to the Clerk.

The term of office of a member

7.—(1) A member shall hold and vacate office in accordance with the terms of the appointment.

(2) The length of the term of office (other than the Chief Executive) shall not exceed three years.

(3) Members retiring at the end of their term of office shall be eligible for reappointment for a further two consecutive periods of up to three years, and clause 3 shall apply to the reappointment of a member as it does to the appointment of a member. Thereafter a member shall not be eligible to be or remain as a member.

Duties and liabilities of members

8.—(1) It is the duty of each member to exercise his or her powers as a member in the way he or she decides in good faith would be most likely to further the purposes of the Corporation.

(2) The members shall manage the affairs of the Corporation and may for that purpose exercise all the powers of the Corporation.

(3) Membership is not transferrable.

(4) If the Corporation is wound up, the members have no liability to contribute to the assets and no personal responsibility for settling its debts and liabilities.

Termination of membership

9.—(1) A member ceases to hold office if that member dies, or resigns from office by giving notice in writing to the Clerk.

(2) A staff member shall cease to hold office upon ceasing to be a member of staff and the office shall then be vacant.

(3) The Chief Executive shall cease to hold office upon ceasing to be a member of staff and the office shall then be vacant.

(4) A student member shall cease to hold office—

(a) at the end of the student’s final academic year at the institution, or at such other time in the year after ceasing to be a student at the institution as the Corporation may decide; or

(b) if expelled from the institution,

and the office shall then be vacant.

Members not to hold interests in matters relating to the institution

10.—(1) A member to whom paragraph 10(2) applies shall—

(a) disclose to the Corporation the nature and extent of the interest;

(b) if present at any discussions or meetings of the Corporation, or of any of its committees, at which it is possible that a conflict of interest will arise between the member’s duty to act solely in the interests of the Corporation and any personal interest, to absent him or herself from that meeting and not take part in the consideration or vote on any question with respect to it; and

(c) not be counted in the quorum present at the meeting in relation to a resolution on which that member is not entitled to vote.

(2) This paragraph applies to a member who has any direct or indirect interest in a proposed transaction or arrangement with the Corporation or in any transaction or arrangement entered into by the Corporation which has not been previously declared including—

(a) the supply of goods or services to the Corporation;

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

(c) any other matter relating to the Corporation; or

(d) any other interest of a type specified by the Corporation in any matter relating to the Corporation.

(3) This clause 10 shall not prevent the members considering and voting upon proposals for the Corporation to insure them against liabilities incurred by them arising out of their office or the Corporation obtaining such insurance and paying the premium.

(4) Where the matter under consideration by the Corporation or any of its committees relates to the pay and conditions of all staff, or all staff in a particular class, a staff member need not disclose a financial interest, and—

(a) may take part in the consideration of the matter, vote on any question with respect to it and count towards the quorum present at that meeting, provided that in so doing, the staff member acts in the best interests of the Corporation as a whole and does not seek to represent the interests of any other person or body; but

(b) shall withdraw from the meeting if the matter is under negotiation with staff and the staff member is representing any of the staff concerned in those negotiations.

(5) The Clerk shall maintain a register of the interests of the members that have been disclosed and the register shall be made available during normal office hours at the institution to any person wishing to inspect it.

(6) Subject to paragraph 10(7) , no member or person connected to a member shall receive a financial benefit from the Corporation.

(7) A member or connected person may—

(a) receive reasonable and proper expenses incurred by them when acting on behalf of the Corporation;

(b) receive a benefit from the Corporation as a beneficiary of the institution (whether as a student or otherwise) provided that a majority of the members do not benefit in this manner;

(c) receive reasonable and proper remuneration for services provided as a member of staff (if the member is a staff member or the Chief Executive) or as a student or officer of a students’ association (if the member is a student member);

(d) receive interest on money lent to the Corporation at a reasonable and proper rate which must be not more than two per cent less than the published base lending rate of a clearing bank to be selected by the Corporation;

(e) receive reasonable and proper rent for premises demised or let to the Corporation; and

(f) take part in the normal trading and fundraising activities of the Corporation on the same terms as members of the public.

Meetings

11.—(1) The Corporation shall meet at least three times during each calendar year, and shall hold such other meetings as may be necessary.

(2) Subject to clause 14, the Chief Financial Officer and the Clerk shall be entitled to attend and speak, or otherwise communicate, at all meetings of the Corporation and any of its committees.

(3) Subject to paragraphs 11(4) and 11(5) and to paragraph 13(4), all meetings shall be called by the Clerk, who shall, at least seven calendar days before the date of the meeting, send to the members of the Corporation written notice of the meeting and a copy of the proposed agenda.

(4) If it is proposed to consider at any meeting the remuneration, conditions of service, conduct, suspension, dismissal or retirement of the Clerk, the Chair shall, at least seven calendar days before the date of the meeting, send to the members a copy of the agenda item concerned, together with any relevant papers.

(5) A meeting of the Corporation, called a “special meeting”, may be called at any time by the Chair or at the request in writing of any five members. In either case, subject to paragraph 11(6), the Chair or the Clerk shall send to the members of the Corporation written notice of the meeting and a copy of the proposed agenda at least seven calendar days before the date of the meeting.

(6) Where the Chair, or in the Chair’s absence the Vice-Chair, decides that there are matters requiring urgent consideration, written notice convening the special meeting and a copy of the proposed agenda may be sent to members less than seven calendar days before the date of the meeting.

(7) Every member shall act in accordance with any code of conduct applying to members and shall not be bound to speak or vote by mandates given by any other body or person.

(8) A meeting may be held by suitable electronic means agreed by the members in which each participant may communicate with all the other participants. A member shall qualify as being present at the meeting, if that member may communicate with all the other participants, and the meeting shall be deemed to take place wherever the Chair (or in the Chair’s absence the Vice-Chair) participates from.

Written resolutions and electronic communications

12.—(1) Any decision that could be made by a meeting of the Corporation or any of its committees shall be capable of being validly made if a resolution in writing or by electronic means is agreed by such number of persons being at least the minimum number required to pass a resolution and each being eligible to vote on such a resolution at a meeting of the Corporation or committee (as the case may be).

(2) Any communication with a member or any of its committees may be sent, given, delivered, provided or received in electronic form or by electronic means.

Quorum

13.—(1) No business may be transacted at any meeting of the Corporation unless a quorum is present when the meeting starts. Subject to paragraph 13(2), meetings of the Corporation shall be quorate if at least seven or 50% of the members (whichever is the greater) are present.

(2) If the number of members present for a meeting of the Corporation does not constitute a quorum, the meeting shall not be held unless, if the number of members is below that needed to form a quorum, it is held for the purpose of appointing additional members in order to fill vacancies to have sufficient members to constitute a quorum.

(3) If during a meeting of the Corporation there ceases to be a quorum, the meeting shall be terminated at once.

(4) If a meeting cannot be held or cannot continue for lack of a quorum, the Chair may call a special meeting as soon as it is convenient.

Proceedings of meetings

14.—(1) Every question to be decided at a meeting of the Corporation shall be decided by a majority of the votes cast by members present and entitled to vote on the question.

(2) Where, at a meeting of the Corporation, there is an equal division of votes on a question to be decided, the Chair of the meeting shall not have a second or casting vote.

(3) A member may not vote by proxy or appoint an alternate.

(4) 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.

(5) Except as provided by rules or procedures made in accordance with article 10(1) of the Articles of Government, a member who is a member of staff, including the Chief Executive, the Chief Financial Officer and the Clerk shall withdraw—

(a) from that part of any meeting of the Corporation, or any of its committees, at which staff matters relating solely to that member of staff, as distinct from staff matters relating to all members of staff or all members of staff in a particular class, are to be considered;

(b) from that part of any meeting of the Corporation, or any of its committees, at which that member’s reappointment or the appointment of that member’s successor is to be considered;

(c) from that part of any meeting of the Corporation, or any of its committees, at which the matter under consideration concerns the pay or conditions of service of all members of staff, or all members of staff in a particular class where the member of staff is acting as a representative (whether or not on behalf of a recognised trade union) of all members of staff or the class of staff (as the case may be); and

(d) if so required by a resolution of the other members present, from that part of any meeting of the Corporation or any of its committees, at which staff matters relating to any member of staff holding a post senior to that member’s are to be considered, except those relating to the pay and conditions of all staff or all staff in a particular class.

(6) Except as provided by any rules made under article 12(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 of its committees, at which a student’s conduct, suspension or expulsion is to be considered, or at which that student member’s successor is to be considered.

(7) In any case where the Corporation, or any of its committees, is to discuss staff matters relating to a member or prospective member of staff of the institution, a student member shall—

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

(b) where required to do so by a majority of the members, other than student member, of the Corporation or committee present at the meeting, withdraw from the meeting.

(8) The Clerk—

(a) shall withdraw from that part of any meeting of the Corporation, or any of its committees, at which the Clerk’s remuneration, conditions of service, conduct, suspension, dismissal, retirement or successor are to be considered; and

(b) where the Clerk is a member of staff of the institution, shall withdraw in any case where a member is required to withdraw under paragraph 14(5).

(9) If the Clerk withdraws from a meeting, or part of a meeting under paragraph 14(8), the members present at that meeting shall appoint a person from among themselves to act as Clerk during this absence.

Minutes

15.—(1) Written minutes of every meeting of the Corporation shall be prepared, and, subject to paragraph 15(2), at every meeting of the Corporation the minutes of the last meeting shall be taken as an agenda item.

(2) Paragraph 15(1) shall not require the minutes of the last meeting to be taken as an agenda item at a special meeting, but where they are not taken, they shall be taken as an agenda item at the next meeting which is not a special meeting.

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

(4) Separate minutes shall be taken of those parts of meetings from which the staff member, the Chief Executive, Chief Financial Officer, student member or the Clerk have withdrawn in accordance with paragraph 14(5), 14(6), 14(7)(b) or 14(8), and such persons shall not be entitled to see the minutes of that part of the meeting or any papers relating to it.

Access to meetings

16.  The Corporation shall decide any question as to whether a person should be allowed to attend any of its meetings where that person is not a member, the Chief Financial Officer or the Clerk.

Publication of minutes and papers

17.—(1) Subject to paragraph 17(2), the Corporation shall ensure that a copy of—

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

(b) the signed minutes of every such meeting;

(c) any report, document or other paper considered at any such meeting,

shall be made available during normal office hours at the institution to any person wishing to inspect them.

(2) There shall be excluded from any item made available for inspection any material relating to—

(a) a named person employed by or proposed to be employed by the Corporation;

(b) a named student at, or candidate for admission to, the institution;

(c) a named candidate for membership of the Corporation;

(d) the Clerk; or

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

(3) The Corporation shall ensure that a copy of the signed minutes of every meeting of the Corporation, under paragraph 17(1) (but subject always to paragraph 17(2)) shall be placed on the institution’s website (or similar publically accessible electronic platform), and shall, despite any rules the Corporation may make regarding the archiving of such material, remain available for a minimum period of 12 months.

(4) The Corporation shall review regularly all material excluded from inspection under paragraph 17(2)(e) and make any such material available for inspection where it is satisfied that the reason for dealing with the matter on a confidential basis no longer applies, or where it considers that the public interest in disclosure outweighs that reason.

Copies of the Instrument of Government

18.  A copy of this Instrument shall be given free of charge to every member and at a charge not exceeding the cost of copying to any other person who so requests a copy, and shall be available for inspection at the institution upon request, during business hours, to every member of staff and every student.

Change of name of the Corporation

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

Indemnity

20.  The members shall be entitled to be indemnified out of the assets of the Corporation against any liability properly incurred by that member for acting as member subject to any limitations imposed by law from time to time.

Notices

21.  Any notice given by post shall be deemed to be delivered on the business day following its posting. Notices served by hand or in electronic form or by electronic means shall be deemed to be delivered on the business day of delivery or if not a business day then the next business day.

Execution of documents and application of the seal

22.—(1) The Corporation shall execute documents either by signature or by affixing its seal.

(2) A document is validly executed by signature if it is signed by—

(a) a member, the Chief Financial Officer or the Clerk; and

(b) another member.

(3) The application of the seal of the Corporation shall be authenticated by—

(a) the signature of either the Chair or of some other member authorised either generally or specially by the Corporation to act for that purpose; and

(b) the signature of any other member.

(1)

2011 c.25.

(2)

2006 c.46.

(3)

1992 c.13.