Ordinance 3 Council

This Ordinance was adopted by Council on 27 February 2024

1. General

a) This Ordinance supports Statute 3 and should be read in conjunction with it.  

b) Terms defined in Statutes will have the same meaning in these Ordinances.

c) Terms defined in Ordinance 13 shall apply to all Ordinances. 

d) The Appendices to this Ordinance form part of the Ordinances. 

2. Responsibilities 

a) Members of the Council shall exercise their responsibilities and discharge their legal duties as members of the Council in the best interests of the University as a corporate body rather than as a representative of any constituency or as the delegate of a particular group or person.  

b) Members of the Council shall observe the standards of behavior set out in the Council Code of Conduct, uphold the University’s Values, and follow Statutes, Ordinances, codes of practice and other written policy statements in performing their role. 

3. Powers, Conflicts and Reserved Matters

a) The Council may exercise the powers set out in Appendix 1 to this Ordinance in furtherance of the Objects.

b) The Council shall identify and manage actual and potential conflicts of interest in the manner set out in Appendix 2 to this Ordinance.

4. Membership  

a) Ex Officio Council Members shall automatically become members of the Council on the date they commence the relevant office.

b) The Council will appoint all Appointed Council Members on the recommendation of the Governance and Nominations Committee. The date of appointment will normally be 1 August.

c) The University Secretary shall make appropriate induction arrangements for new members of the Council.  

5. Terms of Office for Appointed Council Members  

a) The initial term of appointment of all Appointed Council Members is four years, renewable for a second term of up to three years, and exceptionally a third term of up to two years. Appointed Council Members shall not serve for a continuous period of more than nine years, except in exceptional circumstances where the term of an Appointed Council Member may be extended annually beyond a nine year period. Otherwise, an Appointed Council Member who has served in office for nine consecutive years shall not be eligible for reappointment until they have been out of office for at least twelve months.  

b) Notwithstanding paragraph 5a), a Council Member who is appointed chair of Council in their second or third term as a Council Member may serve in office for more than nine consecutive years as determined by the Council in its discretion. 

6. Observers 

a) The University Secretary shall attend and the Chief Financial Officer shall normally attend meetings of the Council. 

7. Removal and Resignation of Members of Council 

a) If a member of University Staff becomes a member of the Council other than under Clause 3.6.2(b) of the Statutes, they automatically cease to be an Appointed Council Member under Clause 3.6.2(b) of the Statutes.  

b) A member of the Council shall otherwise vacate office if: 

1. they resign from office as a member of the Council by written notice to the Chair of the Council and University Secretary; 
2. they are an ex officio council member or an ex officio lay member and they cease to hold that ex officio post;
3. they are University Staff and they cease to be employed by the University;
4. they die;
5. they are automatically disqualified from being a member of the Council by any legal or statutory provision, or any regulatory body;
6. they are otherwise deemed by the University’s principal regulator, by HMRC or by the University’s internal procedures for determining the eligibility of Council members not to be a ‘fit and proper’ person to be a member of the Council;
7. they are the subject of a written opinion by a registered medical practitioner who is treating that member of the Council, addressed to the Council, stating that the member has become physically or mentally incapable of acting as a member of the Council and may remain so for more than three months;  
8. they are an Appointed Council Member and are absent from Council meetings during a continuous period of six months without special leave of absence from the Council and the Council pass a resolution that the Appointed Council Member has by reason of such absence vacated office; or
9. they are an Appointed Council Member and a majority of the members of the Council pass a resolution to remove them.

c) Any member of the Council who resigns other than at the end of a fixed term of office shall be required formally to declare whether or not their resignation has resulted directly or indirectly from what they perceive to be poor governance, lack of effectiveness of the Council as a governing body, breach of the University's obligations as a charity under relevant legislation, or due to any other inappropriate actions taken by the members of the Council as the charity trustees of the University. Should a member indicate that their resignation is as a result of one or more of these factors, the Chair of the Council and the Chair of Audit and Risk Committee shall determine the appropriate mechanism for considering the matters raised. 

d) Allegations of inappropriate behavior may be brought against a member of the Council under the Respect at Work Policy, the Respect at Study Policy or the Public Interest Disclosure (Whistleblowing) Policy. The procedures to be followed will be those set down in the respective policy. Where the allegation is upheld, the designated authorities may refer a confidential report to the Council recommending that the member of Council concerned should be removed from office immediately. Any such report will be considered as ‘Reserved Business’. The member of the Council referred to in the report may make a written statement of mitigation and may address the Council on the matter prior to being required to leave whilst the Council considers the recommendation. Where a majority of members of the Council vote in favour of removal from office, the individual concerned shall cease to be a member of the Council immediately and the necessary arrangements will be put in place to seek a replacement and until a replacement is appointed there shall be a vacancy.  

8. Chair and Vice-Chair(s) 

	Chair of the Council	Deputy-Chair of the Council	Senior Independent Governor
Role	To lead the Council as described in more detail in the Chair role description	To support the Chair in their role as described in more detail in the Deputy-Chair role descriptor	To support the Chair in the leadership of Council as described in more detail in the SIG role descriptor
Nominations	From amongst the Lay Members or via an external recruitment process approved by Council	From amongst the Lay Members	From amongst the Lay Members
Appointment Body	Council	Council	Council
Term of Office	Fixed term of three years	Fixed term of three years	Based on Council term
Re-appointment	One further term of up to three years	One further term of up to three years	Not applicable
Resignation/ Cessation	Automatically if they cease to be a Lay Member or else in writing	Automatically if they cease to be a member of the Council or else in writing	Automatically if they cease to be a member of the Council or else in writing
Removing Body	Council	Council	Council
Interim Office upon vacancy or inability to perform duties	The Deputy-Chair of the Council. In the absence of the Deputy-Chair, another member of Council appointed by the Council	Another member of the Council appointed by the Council	Another member of the Council appointed by the Council
Other	To be appointed not less than 3 months before the expiry of the term of office of their predecessor, with their term of office to start on the date of their predecessor's expiry of office	No Deputy-Chair shall be a member of University Staff or a member of staff at a Recognised College	To be appointed from the Lay Members of Council, excluding the Chair of Council

9. Council's Primary Responsibilities

a) The Council's primary responsibilities are those set out in Appendix 3 to this Ordinance.

10. Delegation  

a) The Council shall not delegate any of the reserved matters set out in Appendix 4 to this Ordinance.

b) The Council may establish Council Committees and delegate advisory and/or decision making powers to such Council Committees and their remit shall be set out in the Council Committee’s Terms of Reference.

c) The Council may delegate advisory and/or decision making powers to the Senate and its remit shall be set out in the Senate Ordinance and to the University Executive Committee and its remit shall be set out in the University Executive Committee Ordinance.

d) The Council may otherwise delegate advisory and/or decision making powers to Officers and University Staff as set out in the Scheme of Delegation and subject to any limits imposed by the Financial Regulations. 

11. Operating procedure

a) The Council shall operate in accordance with the procedures set out in Appendix 5 to this Ordinance.

12. The Council Committees and Joint Council and Senate Committees 

a) The Council Committees are:

1. Audit and Risk Committee
2. Finance Committee
3. Governance and Nominations Committee 
4. People and Organisational Development Committee
5. Remuneration Committee
6. Council Student Appeals Committee  
7. and any other Council Committees established from time to time.

b) The Joint Council and Senate Committees report jointly to the Council and to the Senate on matters within their remit as determined by the Council and are:

1. University Executive Committee
2. University Academic Promotion Committee
3. Ethics Committee
4. and any other Joint Council and Senate Committees established from time to time.

c) The Council Committees and Joint Council and Senate Committees shall operate in accordance with Appendix 6 of this Ordinance. 

13. Common Seal and Authorised Signatories  

a) The Common Seal of the University shall be in the form approved by the Council.  

b) The University Secretary shall ensure the safe and secure custody of the Seal within the University Secretary's office.

c) The Council has appointed the Chief Financial Officer for the purpose of counter-signing any instrument to which the Seal is affixed and to which a member of the Council has signed in addition to those other roles stipulated in the Statutes for this purpose.

d) Each Council member and each of the University Secretary and the Chief Financial Officer are authorised to execute deeds and documents under hand (Authorised Signatories). Council may authorise other officers or employees of the University to be Authorised Signatories from time to time.

e) The University Secretary shall retain a record of Authorised Signatories and a certified copy of their original signature. A list of Authorised Signatories will be circulated to the Council at least once each year.

f) The University Secretary shall keep a register in which particulars of documents sealed, the date of sealing and the names of the persons witnessing the sealing, shall be recorded. The register shall be available for inspection by any member of the Council and the entries therein shall be communicated to the Council.

g) All authority granted to an individual under this Ordinance shall cease immediately at the end of their term of office or when they cease to hold the relevant post in the University or where otherwise revoked by the Council. 

Appendix 1 Powers of Council

1. The powers of the Council shall include the following: 

1. to appoint members of the University Staff to key posts;
2. to fix the salaries and conditions of tenure of key posts;
3. to represent the University in all negotiations for obtaining grants from public bodies in aid of the work of the University;
4. to establish budget centres within the University for the efficient management of resources and to appoint budget officers for each budget centre;
5. to prescribe, after considering the recommendations of the Senate, the dates when academic terms shall begin and end;
6. to establish, suspend or abolish any posts other than those established by Statutes;
7. to enter into engagements and to accept obligations and liabilities in all respects without any restriction whatsoever and in the same manner as an individual may engage their own affairs;  
8. subject to any restrictions imposed by law, to borrow and raise money and to charge the whole or any part of the property belonging to the University as security for repayment of the money borrowed or as security for a grant or the discharge of an obligation. Where money is raised pursuant to the powers of the Universities and College Estates Act, 1925, it may be applied for or towards any of the powers set out in this Appendix 1 as well as any of the purposes described in subsection (2) of section 30 of the said Act;
9. to guarantee, support or secure the performance of the obligations and liabilities of any person with or without the University receiving any consideration or advantage, including to guarantee money for charitable purposes in any way connected with the Objects or which shall further the University's interests or any of them;
10. to enter into any agreement or arrangement as to the subordination or priority of any debts or liabilities which have been or may later be incurred by or to the University or as to the ranking of any mortgage, charge, pledge, lien or other encumbrance which has been or may later be created or granted by or to the University or which affects or may come to affect the property, assets or undertaking of the University or any other relevant body or person;
11. To enter into (i) any contract for differences, (ii) any other contract the purpose or purported purpose of which is to secure a profit or avoid a loss by reference to the fluctuations in the value or price of property of any description or in any index or other factor designated for the purpose in the contract, and (iii) any contract possessing a feature which is in any way similar or comparable to a feature possessed by any contract covered by (i) or (ii), and to effect all kinds of transaction relating to any contracts covered by (i), (ii) or (iii) whether or not the contracts were originally entered into by the University;
12. to apply moneys to any purpose to which capital moneys arising under the Universities and College Estates Act, 1925, may be applied;
13. to carry on any business which the University is authorised to carry on and to further the interests of the University by means of, or through the agency of, any body corporate or incorporate, and whether or not a subsidiary within the meaning of such term in the Companies Act 2006, and to make such arrangements as may be considered desirable with a view to supporting the aims, interests or objectives of any body corporate or unincorporated in which the University has an interest by mutual assistance, co-operation or by any other means;
14. to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
15. subject to any restrictions imposed by law, to sell, lease or otherwise dispose of all or any part of the property belonging to the charity;
16. to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
17. to set aside income as a reserve against future expenditure including by way of investment or additional to capital assets, in accordance with any relevant policies in place from time to time;
18. to obtain and maintain registration with the regulator of higher education institutions from time to time; 
19. to negotiate, enter into and execute all documents, deeds, instruments, agreements, securities, contracts and undertakings of every kind and description required in exercising its powers;  
20. to co-operate by means of Joint Boards or otherwise with any university or other higher education institution or other education institution, for the extension of University teaching and influence in academic matters, and for such other purposes as the Council may from time to time determine; and
21. to do anything else, whether incidental to these powers or not, in order to further the Objects.

2. Save as may be otherwise expressly provided in relation thereto the powers conferred by this Appendix shall extend to the investment (including the variation of the investment) of all endowments or other funds, including capital moneys arising under the Universities and College Estates Act, 1925.

3. The application of trust funds vested in or held by the University for special purposes shall be applied only for those purposes and the University shall have powers available under these Ordinances and at law in relation to such trust funds. 

Appendix 2 Conflicts of Interest

1. The University Secretary shall maintain a register of the following interests of members of the Council and their Connected Persons and Officers: 

1. Name of firms or organisations in which they have a substantial interest (see paragraph 7 of this Appendix 2)
2. Personal or family connections to University Staff
3. Personal interests in other Higher Education institutions
4. Employer
5. Other trusteeships or positions of public office

2. A further such register shall be maintained in respect of all staff with the ability to commit the University to significant level of expenditure.

3. The Chair of the Council or the University Secretary should be consulted in any cases of doubt on what to declare.

4. The registers shall be open to public inspection.

5. The first item of business on the agenda for Council and Council Committees shall be the declaration of interests connected with items of business on the Agenda. 

6. Any member or members of the Council, who may have a personal, family, business or pecuniary interest in a particular item or items of business on the agenda for a meeting shall disclose that interest and leave the room during the discussion of such items unless, exceptionally, requested by the Chair of the Council to remain.  From time to time it may be necessary for such items to be declared for discussion by the other members of the Council only. 

7. For the purposes of paragraph 1(a) of this Appendix 2 "substantial" interest means an interest in more than 20% of the nominal value of the share capital of that firm or organisation, or they are entitled to exercise or control the exercise of more than 20% of the voting power at a general meeting of that firm or organisation. 

Appendix 3 Primary Responsibilities of Council

The Council’s primary responsibilities are:

Mission, Vision and Strategy

a) to approve the mission, vision and strategy of the University, long term academic and business plans and key performance indicators, and to ensure that these meet the interests of stakeholders;

Appointment of Officers and other posts

b) to appoint the Vice-Chancellor and Warden, including as the Accountable Officer, and to put in place suitable arrangements for monitoring their performance;

c) to appoint the Deputy Vice-Chancellor and Provost, Vice-Provosts, Pro Vice-Chancellors,  Executive Deans of Faculty and Heads of Departments (Chairs of Boards of Studies);

d) to appoint the University Secretary, the Chief Financial Officer and the Chief Operating Officer;

Teaching and Research

e) to be responsible for the organisation of teaching and research, including the organisation of Faculties, Boards of Studies and other groupings;

Collegiate System

f) to be responsible for the recognition of the Recognised Colleges.  

Students

g) to regulate the relations between the Council and the students, and for the maintenance of student discipline.

Reputation and academic freedom

h) to safeguard the good name and Values of the University and to be responsible for the ethical governance of the University;

i) to represent the University in all negotiations for obtaining grants from public bodies in aid of the work of the University;

j) to consider the University’s performance in relation to Equality, Diversity and Inclusion;

k) to take steps to ensure that freedom of speech and expression within the law is secured within the University;

People

l) to be the ultimate employing authority for all University Staff and staff in the Maintained Colleges;  

m) to be responsible for establishing a human resources strategy and for the maintenance of discipline;

Health and Safety and Welfare

n) to receive assurance that adequate provision has been made for the general health, welfare and safety of students, University Staff and those visiting the University;

o) to receive assurance that adequate provision has been made for the safeguarding of young people and vulnerable adults;

Oversight of performance

p) to ensure that processes are in place to monitor and evaluate the performance and effectiveness of the University against the plans and approved key performance indicators, which shall, where possible and appropriate, be benchmarked against other comparable institutions;

q) to delegate authority to the Vice-Chancellor and Warden, as chief executive, for the effective academic, corporate, financial, estate and human resource management of the University and the execution of their responsibilities.

Risk and Controls

r) to establish and keep under regular review the policies, procedures and limits within which management functions are undertaken by and under the authority of the Vice-Chancellor;

s) to ensure the establishment and monitoring of systems of control and accountability, including financial and operational controls and risk assessment;  

t) to ensure there are clear procedures for handling internal grievances and for managing conflicts of interest; 

u) to appoint the University’s auditors, bankers and investment managers;

v) to be responsible for effective planning, ongoing control, monitoring and review of the University’s health and safety management mechanisms;

Finance and Resources  

w) to be the ultimate financial and business authority of the University, including: 

1. ensuring that proper books of account are kept;  
2. approving the annual budget financial statements and financial forecasts;
3. establishing budget centres within the University for the efficient management of resources;
4. appointing budget officers for each budget centre;  
5. the approval of fees; and
6. having overall responsibility for the University’s assets, property and estate;

x) to ensure that there are adequate and effective arrangements in place so that public funds are managed appropriately, in line with the conditions of grant and the principles of regularity, propriety and value for money, and to protect the interests of taxpayers and other stakeholders, including providing transparency about value for money for students and for taxpayers;

Legal and Regulatory compliance  

y) to be the University’s ultimate legal authority and, as such, to ensure that systems are in place for meeting all the University’s legal obligations, including those arising from contracts and other legal commitments made in the University’s name;

z) subject to final approval by the Privy Council to approve changes to Statutes;

aa) to ensure that the University's constitutional arrangements are followed at all times and that appropriate advice is available to enable this to happen;

bb) to make Regulations for the custody and use of the Seal;

Governance  

cc) to establish processes to monitor and evaluate the performance and effectiveness of the governing body itself and the University’s system of governance;

dd) to receive and test assurance that academic governance overseen by the Senate is adequate and effective;

ee) to ensure that all students have opportunities to engage with the governance of the University and that this allows for a range of perspectives to have influence;

ff) to ensure its business is conducted in accordance with good practice in higher education corporate governance and with the principles of public life drawn up by the Committee on Standards in Public Life.

Appendix 4 Reserved Matters

Matters reserved to the Council

Decisions on the following items of business shall be reserved for the collective decision of the Council and may not be delegated: 

Constitutional matters

a) Amendments to the Charter and Statutes, subject to the approval of the Privy Council and the Office for Students;

b) Amendments to the Ordinances;  

c) Establishment or abolition of Faculties, Departments and budget centres and approval of their titles;

d) Appointment, re-appointment or removal of Heads of Departments (Chairs of Boards of Studies);

e) Other major changes in the University’s organisational and committee structures;  

f) Establishment of, and amendment to, the Scheme of Delegation in respect of the powers of the Council;

g) appointment and re-appointment of the Heads of the Maintained  and Recognised Colleges;

Mission and Strategy  

h) Approval and amendment of the University’s mission, vision, and identity;

i) Approval of the University’s strategic plan and any other key strategies related to the strategic plan;

j) Evaluate the performance of the University against strategic plans and key performance indicators (or similar);

Financial and Estates matters

k) Approval of the University’s financial forecasts and annual budget;

l) Approval of the University’s annual audited accounts;

m) Approval of other financial matters as defined in the Scheme of Delegation;

n) Approval of title to or the grant of any interests in University land and buildings;

o) Approval of guarantees, warranties or indemnities in relation to the discharge of any debts and liabilities and/or the performance of any obligations or commitments by any third party, including wholly owned subsidiary companies of the University, other than those granted in the normal course of University business and within the limits established in relevant Schemes of Delegation from time to time;

Statutory compliance  

p) The University’s relationship with the Office for Students (and any other regulatory body from time to time);

q) Approval of statements and policies complying with statutory requirements including the equality duty,  the University’s health and safety policy and the University's safeguarding policy;

Officers  

r) Nomination of the Chancellor;

s) Appointment/removal of the Chair of the Council and Appointed Council Members;

t) Appointment/removal of the Officers (as defined in Ordinance 2);

u) Appointment of the designated officer under the Office for Student’s terms and conditions of funding for Higher Education Institutions;

Audit and monitoring  

v) Approval of the University’s internal control and risk management procedures and strategic risk register; and

Other institutions  

w) Approval of mergers with, or transfers of assets or engagements to, other institutions. 

Appendix 5 Operation of the Council

1. Council Meetings

a) There shall be not less than three meetings of the Council in each academic year to consider usual business matters.

b) Extraordinary meetings may, in cases of urgency, be summoned by the Chair of the Council and shall be summoned by the Chair of the Council upon receipt of a written request signed by six members of the Council.

2. Council Agenda

a) The inclusion and order of items of business shall be at the discretion of the Chair of the Council.

b) The Chair of the Council may deem any item (or an aspect of any item) on the agenda of any meeting to be Reserved Business if they feel this to be appropriate for reasons of confidentiality or sensitivity. Publication of the minutes of the discussion of these items will be confined to those present at the meeting and those members of the Council who were eligible to participate in such items but were unable to attend.

c) Business items to be placed on the agenda must be notified to the University Secretary in writing not later than the eighth calendar day before the day of the meeting.

d) The agenda for meetings of the Council shall normally be published to every member of the Council who is eligible to attend the meeting not later than the seventh calendar day preceding that on which the Council is to meet, and where necessary a supplementary agenda should be published not later than the fifth calendar day preceding that on which the Council is to meet.

e) The notice and agenda for extraordinary meetings of the Council shall normally be published to every member of the Council who is eligible to attend such a meeting not later than the fourth calendar day preceding that on which the Council is to meet.  At such meetings no business shall be taken which does not appear on the agenda.

3. Conduct of Business

a) If the number of members of the Council present for a meeting does not constitute a quorum, the meeting shall be valid for the purpose of discussion and debate only.  No decision may be made at a meeting which is not quorate.

b) Officers, chairs of the Council Committees, and others presenting reports under the agenda, will draw the attention of members of the Council to the important or key items or recommendations which raise matters of principle, create risk or which require discussion. Members of the Council will then be given the opportunity to raise matters in connection with any other item or items on the report. All papers should be prepared so as to fully inform the Council in relation to any matter to be discussed.

c) The chair of the meeting will give members of the Council the opportunity to raise any questions with regard to any of the items on the agenda.

d) The chair of the meeting may require that any motion or amendment shall be put in writing and signed by the mover before a vote is taken.

4. Copy of Council Papers

The University Secretary shall ensure that one set of the papers for each meeting of the Council minus any Reserved Business or documents of a personally sensitive or of a commercially sensitive nature relating to University property, companies or activities is held in the Library and is available for consultation by University Staff and students.

5. Voting

Votes on motions shall be by a show of hands unless the Chair or the University Secretary determines that a ballot should be taken.

6. Resolutions in Writing

a) A resolution in writing signed by not less than 75% of the members of the Council shall be as valid and effective as if it had been passed at a meeting, duly convened and held.  Such a resolution may consist of several documents in the same form each signed by one or more of the members of the Council including signatures evidenced by electronic means.

b) Any member of the Council who is not eligible to vote on the matter shall not be included when calculating the percentage of members of the Council participating.

c) A resolution in writing shall not be effective in relation to any resolution to amend or revoke any Ordinances.

d) The University Secretary shall be responsible for ensuring that resolutions made in writing are reported to the next meeting of the Council and for retaining an appropriate record.

7. Remote Participation  

a) Any member may validly participate in a meeting through the medium of conference telephone, video conferencing, online facilities or similar form of communication equipment, provided that all persons participating in the meeting are able to communicate with each other throughout the entire meeting.  A member so participating shall be deemed to be present in person at the meeting and shall accordingly be counted in the quorum and be entitled to vote.  

b) Such a meeting shall be deemed to take place where the largest group of those members participating is assembled or, if there is no group which is larger than any other group, where the chair of the meeting then is.  

c) In the event of a secret ballot, those participating in such manner accept that it may be necessary for them to disclose their vote to the University Secretary.

8. Decisions in Case of Urgency

Where any urgent matter requires decision between meetings and cannot wait until the next meeting, it is normal that a decision may be taken by the Chair of the Council (or in their absence the Deputy-Chair of the Council) in consultation with the Vice-Chancellor and Warden (or in their absence the Deputy Vice-Chancellor and Provost).  Any decision made by the Chair of the Council or the Deputy-Chair of the Council under this provision shall be reported to the next meeting of the Council and shall be deemed ratified unless a resolution is passed to the contrary.

9. Suspension and Amendment of Ordinances

a) In cases of urgency and where it is expedient in the interests of the University to do so, any part of this Appendix 5 (Operations of the Council) to this Ordinance may be varied or suspended at any meeting of the Council, provided that 75% of the members of the Council present and voting shall so decide. The suspension shall affect only business transacted at that meeting of the Council.  

b) The University Secretary may authorise minor amendments to the Ordinances (and other documents referred to in them) to reflect changes in job title and other administrative matters which have no material effect to the substance of the Ordinances. Any such changes must be reported to the next meeting of the Council.   

c) Any proposal for the amendment of the Ordinances shall be submitted to the University Secretary in writing, not later than the eighth day before the date of the meeting at which it is to be discussed.  

10. Validity of decisions  

Decisions taken at a meeting of the Council shall not be invalidated by a vacancy in the membership of the Council or by any defect in the appointment or qualifications of members of the Council.

Appendix 6 Operation of the Committees of the Council and Joint Committees of Council and Senate

For the purposes of this Appendix 6, references to "Council Committee" shall be deemed to include a reference to "Joint Committees of Council and Senate".

a) The University Secretary is responsible for ensuring each Council Committee regularly reviews its Terms of Reference and proposed amendments are presented for the Council’s consideration and approval.  

b) The membership of the Council Committees shall be approved by the Council, usually in accordance with the recommendations of the Governance and Nominations Committee.

c) The chair of each of the Council Committees and the University Secretary shall be responsible for ensuring that an appropriate induction is provided to new members of a Council Committee.

d) The chair of a Council Committee shall have the power to act on behalf of their Council Committee on matters requiring immediate approval which are routine or non-contentious and within the financial limits laid down in the Financial Regulations and which would not justify holding a special meeting of the Council Committee. The exercise of such power must be reported to the next meeting of the Council Committee.

e) Except where otherwise provided, the date of appointment of new members of Council Committees shall be 1 August, and all Council Committees appointed for the following academic year shall assume responsibility from that date. Except where otherwise provided, membership of a Council Committee shall normally be for a period of three years and may be renewed.

f) Members of the Council Committees shall observe the standards of behaviour set out in the Council Code of Conduct (whether they are a member of the Council or a co-opted member of a Council Committee), uphold the University's Values, and follow Statutes, Ordinances, codes of practice and other written policy statements in performing their function.  

g) Except where otherwise set down in its Terms of Reference, the quorum at any meeting of a Council Committee or its sub-committees shall be when either ten members of the Council Committee or at least one third of the members of the Council Committee are present.