The Tarbert (Loch Fyne) Harbour Revision (Constitution) Order 2007

Article 12

SCHEDULE 2 INCIDENTAL PROVISIONS RELATING TO TRUSTEES

Appointment of chair and vice-chair of Trustees

1.  Subject to the provisions of article 5 of the foregoing Order, there shall be a chair of the Trustees who shall be appointed by those of the Trustees who are elected or appointed under article 4 or article 9 of said Order from among their number.

2.  The first chair taking office after the new constitution date shall be appointed at the first meeting of the Trustees referred to in paragraph 9 below and, subject to paragraph 7 below, and shall unless he resigns his office as chair or ceases to be a Trustee, continue in office as chair until his initial term of office as a Trustee has expired.

3.  Subject to paragraph 7 below, every chair subsequently appointed under paragraph 1 above shall, unless he resigns his office as chair or ceases to be a Trustee, hold office for a period of three years.

4.  There shall be a vice-chair of the Trustees who shall be appointed by those of the Trustees who are elected or appointed under article 4 or article 9 of the foregoing Order from among their number.

5.  The first vice-chair taking office after the new constitution date shall be appointed at the first meeting of the Trustees referred to in paragraph 9 below and, subject to paragraph 7 below, shall, unless he resigns his office as vice-chair or ceases to be a Trustee, continue in office as vice-chairman until his initial term of office as a Trustee has expired.

6.  Subject to paragraph 7 below, every vice-chair subsequently appointed under paragraph 4 above shall, unless he resigns his office as vice-chair or ceases to be a Trustee, hold office for a period of three years.

7.  If the Trustees who are elected or appointed under article 4 or article 9 of the foregoing Order are satisfied that the chair or vice-chair should cease to hold his office as such, they may terminate his office and appoint another Trustee to be the chair or vice-chair during the remainder of the term for which the former chair or vice-chair was appointed.

8.—(1) On a casual vacancy occurring in the office of chair or vice-chair of the Trustees, the vacancy shall be filled by the Trustees who are elected or appointed under article 4 or article 9 of the foregoing Order at a meeting held as soon as practicable after the vacancy occurs.

(2) A Trustee appointed under this paragraph to fill a casual vacancy in the office or chair or vice-chair shall, unless he resigns that office or ceases to be a Trustee, hold that office during the remainder of the term for which the chair or vice-chair whom he replaces was appointed.

Meetings of Trustees

9.—(1) The first meeting of the Trustees after the new constitution date shall be convened as soon as practicable by the clerk for such date as he may fix and he shall make arrangements for notice of that meeting to be sent by post to each of the Trustees.

(2) The Trustees shall meet at least six times in every year.

(3) The annual meeting of Trustees shall be held at such time and place in Tarbert, not later than the last day of November as shall be fixed by the Trustees, to coincide with the annual public meeting referred to in article 13(4) of this Order.

(4) Sections 42 and 43 of the Commissioners Clauses Act 1847 as incorporated with this Order shall be read as if the word “monthly” wherever it occurs therein was omitted there from.

(5) The clerk on requisition being made to him stating in writing the object of the intended meeting and signed by the chair or any two or more of the Trustees shall cause a special meeting to be called within forty eight hours and to be held within seven days after receipt of such requisition.

Vacation of office by Trustees

10.  A Trustee may resign his office at any time by notice in writing given to the chair of the Trustees or, if that Trustee is the chair, the vice-chair.

Reappointment of Trustees

11.  Subject to the provisions of this Schedule and article 5(3)(g) a vacating Trustee shall be eligible for reappointment as a Trustee unless he has been disqualified from office under article 10 of the foregoing Order.

Appointment of clerk(s)

12.  The Trustees shall appoint a person who is a qualified solicitor or a firm of qualified solicitors to be clerk or clerks to the Trustees.

(1) The function of the clerk or clerks will be to advise the Trustees on legal and administrative matters and to carry out the duties required of the clerk or clerks by the Order of which this Schedule forms part.

(2) The Trustees shall, at the first meeting of Trustees to be held following the first day of April after elected Trustees have been elected (i.e. every three years) appoint or reappoint the clerk or clerks as to the Trustees shall seem proper.

(3) The Trustees shall agree with the clerk or clerks their remuneration or method or remuneration.

Employment of administrator and harbour master

13.—(1) The Trustees may employ if required by them an administrator.

(2) The Trustees may employ a harbour master.

(3) The administrator and harbour master will be employed at such salary and upon such terms and conditions as to the Trustees shall seem proper and one or other will be named in their contract of employment as the “senior port manager.

(4) Where the Trustees employ an administrator and/or a harbour master who was similarly employed prior to the new constitution date the terms and conditions of employment of such administrator and/or harbour master shall be continued by the Trustees under the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended).

(5) The persons employed respectively as administrator and harbour master shall be required to report on their functions to each meeting of Trustees and join in consideration of all matters on the agenda except for:

(6) Matters relating to the employment of the administrator or the harbour master and to the terms and conditions of such employment and to disciplinary matters arising there from, subject to the requirements of employment law in regard thereto.

Committees

14.  The Trustees may, consistently with their duties and subject to such conditions as they think fit, delegate any of their functions to a committee of the Trustees.

Proceedings of Trustees and committees

15.  The Acts and proceedings of the Trustees, or of any committee of the Trustees, shall not be invalidated by any vacancy in their number or by any defect in the appointment, or the qualification for appointment, of any person as a Trustee, or as chair or vice-chair, of the Trustees or committee.

16.  The quorum required for a meeting of the Trustees shall be four.

17.—(1) If a Trustee has any interest, direct or indirect–

(a) in any contract or proposed contract to which the Trustees are or would be a party or is a director of a company or body with which the contract or proposed contract is made or proposed to be made; or

(b) in any other matter with which the Trustees are concerned –

he shall declare that interest.

(2) If a Trustee is present at a meeting of the Trustees or of any committee of the Trustees at which a contract or any other matter in which he has a interest is to be considered he shall–

(a) as soon as is practicable after the commencement after that meeting disclose his interest;

(b) not vote in any question with respect to that contract or matter; and

(c) withdraw from the meeting–

(i) at any time if the Trustees present by resolution require him so to do; and

(ii) while a decision on that contract or matter is being made.

(3) This paragraph shall not apply to any interest–

(a) which a Trustee has in respect of the payment to the Trustees of harbour dues;

(b) which arises in respect of the provision of harbour services or facilities affecting the trading community in general;

(c) which a Trustee has as an employee of a public utility undertaking or as a shareholder, not being a director of a company, unless he possesses more than 5 per cent of the issued share capital of that company; or

(d) which the Trustees present at the meeting by resolution declare to be too remote.

18.  The person for the time being holding office as vice-chair shall have and may exercise in the absence or incapacity of the chair all the functions of the chair.

19.  If at any meeting of the Trustees neither the chair nor vice-chair is present the Trustees present at the meeting shall choose one of their number to be the chair of the meeting.

20.—(1) Every question at a meeting of the Trustees or of a committee of the Trustees shall be decided by a majority vote of the Trustees present and voting.

(2) If at any meeting of the Trustees or of a committee of the Trustees there is an equality of votes on any question the chair of the meeting shall have a second or casting vote which he may exercise for or against the status quo.

Authentication of seal and other documents

21.—(1) The application of the seal of the Trustees shall be authenticated by the signature of the chair of the Trustees or some other Trustee authorised by the Trustees to authenticate the application of the seal and of the clerk or clerks of the Trustees or some person authorised by the Trustees to act in place of the clerk or clerks in that behalf.

(2) The Trustees may authorise a person to act instead of the clerk or clerks under this paragraph whether or not the clerk or clerks is/are absent or incapable of acting.

(3) Any notice, licence or other document given or issued by the Trustees shall, unless the contrary intention is expressed, be sufficiently authorised if signed by the clerk or clerks of the Trustees or a duly authorised officer of the Trustees.

Expenses of Trustees

22.  The Trustees may pay to the chair, vice-chair and other Trustees such allowances and expenses as the Trustees from time to time determine.

General

23.  Subject to the provisions of this Schedule, the procedure and business of the Trustees and of any committee of the Trustees shall be regulated in such manner as the Trustees may from time to time determine.