STRODE COLLEGE BOARD OF GOVERNORS
STANDING ORDERS FOR THE
CONDUCT OF MEETINGS OF
THE CORPORATION
SEPTEMBER 2015
Standing Orders/September 2015/SES
1 of 15
THE CORPORATION OF STRODE COLLEGE
STANDING ORDERS FOR THE CONDUCT OF THE CORPORATION
LIST OF CONTENTS
1.
Introduction
2.
Meetings
3.
Quorum
4.
Order of Business
5.
Minutes
6.
Appointment of Chair/Vice Chair
7.
Attendance at Meetings
8.
Publication of Minutes and Papers
9.
Access to Corporation Meetings
10.
Proceedings of Meetings
11.
Rules of Debate
12.
Any Other Business
13.
Action by Chair
14.
Statement on behalf of the Corporation
15.
Individual contributions by Members of the Corporation
16.
Smoking
17.
Allowances to Members
18.
Contact with Corporate Members
19.
Membership
20.
Amendments to Standing Orders
Appendices A, B and C
Standing Orders/September 2015/SES
2 of 15
1.
Introduction
1.1
Nothing in this document is meant to override the provision of the
Articles and Instrument of Government of Strode College which at all
times are to be regarded as the primary sources of guidance.
1.2
It is the responsibility of the Clerk to the Corporation to interpret the
following documents and to advise the Corporation (or if appropriate the
Chair of the Corporation) if at any time it appears that the Corporation
(or an individual member of the Corporation) is in breach of the
following regulations.


1.3
2.
3.
Instrument and Articles of Government
Standing Orders for the conduct of meetings
In addition to the documents referred to above, the Clerk will have
regard to longstanding custom and practice as far as it relates to the
work of the Corporation.
Meetings
2.1
A calendar of meetings for the Corporation and its committees shall be
established for the whole of the academic year by 1 June each year.
2.2
The Corporation shall meet at least once every term, and shall hold
such other meetings as may be necessary.
2.3
All meetings shall be summoned by the Clerk to the Corporation, who
shall send to the members written notice of the meetings and a copy of
the agenda at least seven calendar days in advance of the meeting.
2.4
A special meeting of the Corporation may be called at any time by the
Chair or at the request in writing of any five members. Where the Chair
or, in his/her absence, the Vice-Chair so directs on the grounds that
there are matters demanding urgent consideration, it shall be sufficient
if the written notice convening the meeting and the agenda are given
within such period, being less than seven calendar days, as he/she
specifies.
Quorum
3.1
Meetings of the Corporation shall be quorate if 40% or more members
are present (6).
3.2
If the numbers of members assembled for a meeting of the Corporation
does not constitute a quorum, the meeting shall not be held. If in the
course of a meeting of the Corporation the number of members present
ceases to constitute a quorum, the meeting shall be terminated
immediately.
Standing Orders/September 2015/SES
3 of 15
3.3
4.
Order of Business
4.1
5.
6.
If for lack of a quorum a meeting cannot be held or, as the case may
be, cannot continue, the Chair shall, if he/she thinks fit, cause a special
meeting to be summoned as soon as may be convenient.
Business shall be taken in the order it appears on the agenda unless
members present at the meeting decide that the order should be varied.
Minutes
5.1
At every meeting of the Corporation the minutes of the previous
meeting shall be taken as the first agenda item, except in cases where
the members present decide otherwise by agreement with the Chair,
and, if agreed to be accurate, shall be signed as a true record.
5.2
Separate minutes shall be taken of those parts of meetings from which
staff or student members or the Clerk have withdrawn. A staff or
student member or the Clerk who has withdrawn from a meeting in
accordance with Instrument of Government 14(5), (8), (9) or (10) shall
not be entitled to see the minutes of that part of the meeting or any
papers in relation thereto.
5.3
Where the next meeting of the Corporation is an extraordinary or
special meeting, the next following meeting shall be treated as a
suitable meeting for the purposes of signing of minutes.
Appointment of Chair and Vice-Chair
6.1
The Chair and Vice-Chair shall hold office for a one-year period 1
August – 31 July each year.
6.2
The Principal and any staff or student member shall not be eligible to
be appointed Chair or Vice-Chair.
6.3
If both the Chair and Vice-Chair are absent from any meeting of the
Corporation, the members present shall choose one of their number to
act as Chair for the meeting, provided that the member chosen shall not
be the Principal or a staff or student member.
6.4
The Chair and Vice-Chair may at any time by notice in writing to the
Clerk to the Corporation resign their respective offices.
6.5
At the last meeting before the expiry of the term of 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.
6.6
At the expiry of their term of office the Chair or Vice-Chair shall be
eligible for re-appointment.
Standing Orders/September 2015/SES
4 of 15
7.
8.
Attendance by members at meetings of the Corporation
7.1
Where members become aware that they will be unable to attend a
meeting they should advise the Clerk in order that their apologies can
be made to the meeting and that possible inquoracy can be identified at
an early stage.
7.2
The Clerk to the Corporation shall be responsible for maintaining a
record of attendance at Corporation meetings.
7.3
If a member is unable to attend meetings for a period longer than six
months, they should seek the permission of the Corporation. Should
this not be sought, the Corporation may resolve to remove the member
from office by notice in writing.
Publication of minutes and papers
8.1
With the exception of excluded items (see paragraph 8.2 below) the
following will be available for inspection in the office of the Clerk to the
Corporation as indicated in 8.4 below.



the agenda for meetings of the Corporation;
the signed minutes of meetings of the Corporation; and
any reports, documents and other papers considered at a meeting
of the Corporation.
The signed minutes will also be available on the College website.
8.2
The following items will be regarded as excluded items and thus will not
be available for inspection:




8.3
any matter concerning a named person employed at or proposed to
be employed at the College;
any matter concerning a named student at, or candidate for
admission to, the College;
any matter concerning the Clerk to the Corporation; and
any matter which, by reason of its nature, the Corporation is
satisfied should be dealt with on a confidential basis.
The address of the office of the Clerk to the Corporation is as follows:
Sue Snell
Clerk to the Governors
Strode College
Church Road
STREET
Somerset BA16 0AB
Phone:
FAX:
E-mail:
Standing Orders/September 2015/SES
01458 844487
01458 844423
ssnell@strode-college.ac.uk
5 of 15
9.
10.
8.4
Whenever practicable documents will be available between 0930 and
1630 hours Monday-Friday. If it is not convenient to provide immediate
access to documents an interested party will be given an appointment,
which will normally be within five working days.
8.5
Copies of public documents are generally available, although a charge
for photocopying may be made unless surplus copies are available.
Access to meetings of the Corporation
9.1
In certain circumstances a member of the Corporation may be asked to
withdraw – see Instrument of Government paragraphs 14(5), 14(8), and
14(9) (See Appendix C)
9.2
Responsibility for determining who may attend meetings of the
Corporation other than members and the Clerk rests with the
Corporation (Instrument of Government paragraph 16).
9.3
The Principal and the Clerk will consider which members of College
staff are required to attend meetings of the Corporation so that the
Corporation has access to information and advice (for example, the
Executive Director of Finance will be invited to all meetings of the
Corporation and other committee meetings where finance is part of the
agenda).
9.4
The Corporation has agreed that members of the public shall be
entitled to attend Corporation and committee meetings for nonconfidential agenda items insofar as seating allows.
9.5
Unless specifically invited to do so, members of the public and the
press do not have speaking rights at any time during a meeting of the
Corporation.
9.6
If there is any form of disruption by members of the public and/or press
the Chairman will have the authority to suspend the meeting.
9.7
When it is possible to reconvene the meeting the Corporation will
consider the withdrawal of the invitation to the members of the public
and/or press to be in attendance at the meeting. The decision of the
Corporation in such matters is final.
Proceedings of Meetings
10.1
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. It is often the case, however, that the members
present are clearly unanimous and thus it is not necessary to conduct a
vote.
Standing Orders/September 2015/SES
6 of 15
10.2
10.3
11.
Where there is an equal division of votes the Chair shall have a second
or casting vote.
A member may not vote by proxy or by way of postal vote.
10.4
The normal way of voting will be by a show of hands. If a majority of
members present and entitled to vote on a particular issue so wish the
vote may be conducted by secret ballot. It is envisaged that such an
arrangement will only be needed in exceptional circumstances.
10.5
No resolution (decision) by the Corporation 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.
10.6
The withdrawal of members from meetings of the Corporation for
particular items is dealt with in the Instrument of Government
(specifically paragraph 14).
10.7
There will be occasions when an individual member should declare an
interest – not necessarily a financial interest – in an issue due to, for
example, membership of an outside body.
10.8
The issue of rules of debate (including motions and amendments to
motions) is dealt with in section 11 below.
Rules of debate at meetings
11.1
The reports received by the Corporation will normally include a clear
recommendation. It is true to say that the Corporation will often adopt
the recommendation of the Clerk and/or Principal. There will be
occasions, however, when an alternative approach to the
recommendation outlined in a particular report before the Corporation is
put forward by a member. The following paragraphs deal with motions,
amendments and points of order.
11.2
A motion may be proposed by a member which if seconded by another
member will be the subject of discussion by those entitled to do so.
11.3
There is an expectation that a motion which cannot be recorded
immediately by the Clerk will be put in writing by the member proposing
the motion before it is discussed. This will ensure that there will be no
subsequent debate as to the terms of the motion.
11.4
While a motion is being discussed an amendment may be proposed by
a member. The amendment must be seconded by another member
before it can be discussed or voted on.
11.5
Once seconded, discussion may then take place on the terms of the
amendment. During this time the original motion is put to one side. If
the amendment is carried (i.e. a majority of those members present and
entitled to vote are in favour of the amendment) the original motion is
changed and the new form of words becomes the substantive motion.
Standing Orders/September 2015/SES
7 of 15
11.6
The wording of an amendment can change the meaning of a motion but
cannot contradict it.
11.7
A member opposed to the terms of a motion will need to speak and
vote against it. It is not possible to put forward an amendment.
11.8
A member only partly opposed to a motion does have the facility to
propose an amendment.
11.9
Amendments propose changes to motions by doing one of four things:
1
2
3
4
omitting words
substituting words
inserting words
combining 1, 2 and 3 above
11.10 At any time during a discussion a member may raise a point of order
where it is believed that the provisions of the Instrument and Articles of
Government and/or the Standing Orders and/or another recognised
authority are being ignored. The member raising the point of order will
be required to explain the way in which the correct procedure is not
being followed. A point of order will be dealt with immediately by the
Chair. The ruling of the Chair will be final and shall not be challenged
further at the meeting.
11.11 It is the responsibility of the Chair to seek the right balance between
ensuring that all members have the opportunity to contribute to
discussions while avoiding repetition and making sure that the subject
before the Corporation is not lost sight of.
11.12 All discussions at meetings of the Corporation will be conducted
through the Chair.
11.13 Members are required to respect the right of others to express their
personal views although nothing should be said or done which could
bring the Corporation into disrepute.
11.14 The Clerk to the Corporation will have direct access to independent
legal advice. The advice can be sought on behalf of members or when
the Clerk requires specific legal assurance.
12.
Agendas for meetings – any other business
12.1
Agendas for meetings of the Corporation will include ‘any other
business’. This item should only be used for issues which arise since
the publication of the agenda.
12.2
The item will normally appear as the penultimate item on the agenda
although the Chair might ask during an early stage in proceedings if
Standing Orders/September 2015/SES
8 of 15
12.3
13.
any member or the Clerk proposes to put forward an item of any other
business
The Chair will need to be assured that the issue is one which meets the
following criteria:

It is the proper business of the Corporation to consider having
regard to the Articles of Government and the terms of reference of
the Committees of the Corporation;

It needs urgent attention by the Corporation.
12.4
If appropriate the Chair will seek the support of the Corporation as a
whole that a proposed item of any other business is not heard. In such
cases it is hoped that it is possible to determine a way forward which is
acceptable to all parties.
12.5
Members of the Corporation are asked to give prior notice to the Clerk
of their intention to raise an item of any other business, the subject
matter and the reason for the urgency.
Action taken by the Chair of the Corporation
13.1
The Articles of Government specify the roles and responsibility of the
Corporation and the Principal.
13.2
Provision is made in the Articles of Government
Scheme of Delegation for the delegation of
Committees, the Chair of the Corporation or the
exception of the following six responsibilities
delegated:
13.3
and the College’s
functions to the
Principal with the
which cannot be

the determination of the educational character and mission of the
institution;

the approval of the annual estimates of income and expenditure;

ensuring the solvency of the institution and the safeguarding of its
assets;

the appointment or dismissal of the Principal or a Deputy Principal;

the appointment or dismissal of the Clerk;

the modifying or revoking of the Articles of Government.
There are occasions when issues arise which should be placed before
the Corporation although the next scheduled meeting is too distant and
it is not thought appropriate to call a special meeting. In such
circumstances the Corporation has agreed that the Chair may take
action on behalf of the Corporation on the condition that such a course
Standing Orders/September 2015/SES
9 of 15
14.
of action is not contrary to the Articles of Government or other
regulations.
Statements made on behalf of the Corporation
14.1
Unless otherwise agreed by the Corporation in individual circumstances
statements on behalf of the Corporation will only be made by the
following:



15.
16.
14.2
It is the responsibility of the Clerk to the Corporation to conduct all
correspondence on behalf of the Corporation.
14.3
Custom and practice is for the Clerk to respond to correspondence from
staff (including representatives of the staff such as union officers) so as
to reduce the burden on individual members of the Corporation and to
ensure that collective decisions of the Corporation are followed. This
task will be undertaken following consultation with the Chair of the
Corporation.
Individual contributions by members of the Corporation
15.1
All parties will recognise that members must take a personal view on
each matter received by the Corporation and contribute to debates
accordingly.
15.2
Instrument 12(6) Every member shall act in the best interests of the
Corporation and shall not be bound to speak or vote by mandates given
by any other body or person.
15.3
Once a matter is considered by the Corporation each and every
individual member of the Corporation is expected to be bound by the
collective decision of the Corporation whatever his or her personal
views are on issues.
15.4
Particular regard should be taken to the confidentiality of certain
proceedings.
Smoking
16.1
17.
the Chair
the Principal
the Clerk
Smoking is not permitted in any College building.
Allowances to members of the Corporation
17.1
The scheme for the payment of allowances to members of the
Corporation for costs which are incurred as a result of their membership
of the Corporation is detailed in Appendix A to this document.
Standing Orders/September 2015/SES
10 of 15
18.
19.
Contact with Corporation Members
18.1
Any person wishing to write to members of the Corporation may do so
by providing the Clerk to the Corporation with sufficient copies of any
documentation.
18.2
Normally no charge will be made for postage for forwarding a document
to members although the Clerk to the Corporation will use discretion
when considering if the costs to be incurred are reasonable. Thus a
charge could be made to cover direct and indirect costs as a condition
of forwarding documentation.
18.3
Addresses and telephone numbers of members of the Corporation will
not be made available to third parties.
Membership of the Corporation
19.1
The membership of the Corporation of Strode College will be
determined from time to time by the Corporation having regard to the
provisions of the Instrument of Government, the recommendations of
the Search and Governance Committee and custom and practice.
19.2
It is the wish of the Corporation that there is an appropriate balance of
skills and experience amongst members and this will mean that
members will be drawn from a range of backgrounds, to be decided by
the Corporation when each vacancy arises.
19.3
The Corporation has established a Search and Governance Committee
to assist it to appoint members in an open and structured way.
19.4
The Terms of Reference of the Search and Governance Committee, as
approved by the Corporation, are attached at Appendix B.
19.5
It is understood that the final decision for determining the membership
of the Corporation including the individuals to be appointed to serve on
the Corporation rests with the Corporation as a body. Thus it will not be
appropriate to delegate authority to a standing committee or individual
office holder to make decisions on behalf of the Corporation in such
matters.
19.6
It will be appropriate for existing members to make known to the Clerk
to the Corporation at an early stage if they are prepared to serve on the
Corporation after their current term of office expires. This does not
mean, of course, that all existing members will be appointed to serve
for an additional period. This is for the Corporation to decide in
accordance with the provisions of the Instrument of Government.
Standing Orders/September 2015/SES
11 of 15
20.
Amendments to the Standing Orders for the conduct of meetings
20.1
The Clerk will be required to keep under continuous review the
provisions of this document with the intention of suggesting to the
Corporation
improvements/amendments
to
meet
changed
circumstances.
20.2
Individual members of the Corporation may wish to suggest to the Clerk
improvements/amendments to this document. Points raised will be the
subject of a report to the next convenient meeting of the Corporation so
that a decision may be made.
20.3
Any amendments to the text of this document will require the approval
of the Corporation unless they are covered directly or indirectly by
statute in which case such changes will be acted on without delay.
First adopted by the Corporation on 23 September 1998
This edition approved by the Corporation on 26 September 2012
Reviewed September 2015
Standing Orders/September 2015/SES
12 of 15
Appendix A
STRODE COLLEGE BOARD OF GOVERNORS
ALLOWANCES TO MEMBERS
The following allowances have been agreed by the Corporation:
1.
If required to use their car in pursuance of College business a payment
at the prevailing rate per mile for journeys within Somerset or to the
Exeter, Bristol or Bath areas will be paid. This rate will be reviewed
each year in line with HMRC increase on tax free mileage.
2.
For journeys of one hour or more or undertaken during peak time,
governors on College business may claim first class rail fare.
3.
It is the individual’s responsibility to maintain an insurance policy on
their vehicle which provides cover whilst the car is being used on
College business.
4.
The cost of car parking will be reimbursed on production of appropriate
car parking tickets.
5.
Should it be necessary to incur additional expense in obtaining a meal
when away from College (outside Somerset) on official duties, the cost
will be reimbursed on production of receipts and where expenses are
reasonable.
6.
Reimbursement of all reasonable expenses will be paid for authorised
overnight accommodation on production of an account or receipt.
Standing Orders/September 2015/SES
13 of 15
Appendix B
STRODE COLLEGE BOARD OF GOVERNORS
TERMS OF REFERENCE FOR THE SEARCH AND GOVERNANCE COMMITTEE
1. The committee shall comprise five members consisting of:



The Board Chair and Vice-Chair ex officio
The Principal ex officio
Two persons who shall be Board Members (nominated by the Board)
2. The Committee shall be responsible for nominating external candidates for the
approval of the Board to fill vacancies on the Board and for determining the
process whereby candidates are nominated.
3. The Committee shall from time to time consider and make recommendations
to the Board on the Board’s composition and balance, and on the procedures
for appointment to the Board.
4. The Committee shall develop and recommend to the Board policies and
procedures for the induction, training and self-assessment of governors.
5. The Committee shall keep under review all aspects of Governance such as
the link scheme and the effectiveness of Board Committees.
6. The Committee shall have the power to co-opt the services of such external
advisers as they deem necessary to fulfil their responsibilities.
7. The Chair or Vice-Chair of the Board shall chair the Committee.
8. The quorum for the Committee shall be two members.
9. The Committee shall normally meet at least once a term.
10. The Clerk to the Board shall act as Clerk to the Committee and shall keep
appropriate records of their proceedings.
Standing Orders/September 2015/SES
14 of 15
STRODE COLLEGE BOARD OF GOVERNORS
Appendix C
ACCESS TO MEETINGS OF THE CORPORATION
See Item 9.1 in Standing Orders
Extract from the Instrument of Government:
14 (5) Except as provided by procedures made pursuant to Article 16 of the Articles
of Government, a member of the Corporation who is a member of staff at the
institution (including the Principal), 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.
14 (8) Except as provided by rules made under article 18 (3) 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.
14 (9) 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 members, of the Corporation or committee present at the
meeting, withdraw from the meeting.
14 (10) The Clerk to the Corporation –
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 or retirement in the capacity as
Clerk are to be considered; and
b)
where the Clerk is a member of the staff of the institution, shall
withdraw in any case where a member of the Corporation is required to
withdraw under paragraph (5).
Standing Orders/September 2015/SES
15 of 15