3.—(1) The Governors shall be composed of—
(a)governors of a number determined in accordance with paragraph (2), being not less than 11 and not more than 19, who shall be appointed by the Governors, subject to a requirement that at least one of the governors so appointed shall have experience in local government and one shall have experience in the provision of education and the remaining governors shall have experience in industrial, commercial or employment matters or the practice of any profession;
(b)the Director of the institution, the Deputy-Director of the institution and the Convenor of the Students' Association in the institution, as governors ex officiis; and
(c)staff governors appointed as follows—
(i)one who shall be appointed by the academic council from among the members of the full-time academic staff of the institution who are members of the academic council;
(ii)one who shall be elected by the full-time academic staff of the institution from among such staff; and
(iii)one who shall be elected by the full-time non-academic staff of the institution from among such staff.
(2) The Governors shall from time to time by resolution determine, subject to the limits stated in paragraph (1)(a), the number of governors to be appointed under that paragraph.
(3) A resolution under paragraph (2) shall not have effect so as to terminate the appointment of any person who is a governor at the time when it takes effect.
(4) Where a resolution under paragraph (2) increases the number of governors to be appointed under paragraph (1)(a), the Governors shall make additional appointments accordingly.
4.—(1) The Governors shall—
(a)after consultation with the full-time academic staff of the institution make rules for the election of governors to be elected by the full-time academic staff from among such staff under article 3(1)(c)(ii); and
(b)after consultation with the full-time non-academic staff of the institution, make rules for the election of governors to be elected by the full-time non-academic staff from among such staff under article 3(1)(c)(iii).
(2) Any rules made by the Governors under paragraph (1) above may, after consultation with the full-time academic staff of the institution, or with the full-time non-academic staff of the institution, whichever is appropriate, be revoked and replaced, or varied, by further rules made by the Governors.
(3) The Governors shall be responsible for the holding and conduct of any election to be held for the appointment of governors under article 3(1)(c)(ii) or (iii).
5.—(1) The Governors shall appoint a chairman and at least one vice-chairman (and may appoint up to two vice-chairmen) from among the governors appointed under article 3(1)(a).
(2) The following provisions shall apply to any chairman or vice-chairman appointed under paragraph (1)—
(a)he shall hold office for such period as may be determined by the Governors;
(b)the period of his office shall not extend beyond his period of office as a governor;
(c)he may resign from office;
(d)he may be removed from office by resolution of the Governors; and
(e)he shall cease to hold office if he is deemed to have vacated office as a governor under article 9.
(3) (a) The chairman shall preside at meetings of the Governors, and in his absence the vice-chairman or in the event of there being more than one, one of the vice-chairmen shall preside.
(b)In the absence of both the chairman and a vice-chairman, the Governors present may appoint one of their own number who has been appointed under article 3(1)(a) to preside at any meeting.
6.—(1) Any governor ex officio specified in article 3(1)(b) shall hold the office of such a governor for the duration of his tenure of the office by virtue of which he is such a governor.
(2) Any governor appointed under article 3(1)(a) or (c) may be further appointed on expiry of his term of office, if he is still eligible in accordance with this Order and his appointment is not precluded by paragraph (3).
(3) A person shall not be appointed as a governor where his term of office, if aggregrated with any previous terms of office, would cause him to serve for more than 12 years as a governor.
(4)For the purposes of paragraph (3), a term of office shall include any term of office as a governor, whether served before or after the coming into force of this Order, and whether taken by appointment under article 3(1)(a) or (c) or otherwise, but not any term of office served ex officio.
(5) The Governors shall make rules for the duration of the terms of office of governors appointed under article 3(1)(a) or (c) which rules may be revoked and replaced, or varied, by further rules made by the Governors.
Provided that:
no governor shall be appointed for a term of office of more than 4 years;
no variation or revocation of rules for the duration of the terms of office of governors shall have effect so as to vary or terminate the period of office of any person who is a governor at the time when said variation or revocation takes effect.
7. A person who has attained the age of 70 years shall not thereafter be eligible to take office, whether for a first or subsequent term, as a governor:
Provided that nothing in this article shall prohibit a person who attains the said age during a term of office as a governor from continuing as a governor until the expiry of that term.
8. A person shall be ineligible to be appointed as a governor or, where appropriate, to remain in office as a governor other than in the case of a governor ex officio or a governor appointed in accordance with article 3(1)(c), if he is a member of the staff of the institution.
9. A governor shall be deemed to have vacated his office as governor and the Governors shall declare his place vacant, in any of the following circumstances:—
(a)where he intimates in writing to the Governors his resignation as a governor;
(b)where his estate is sequestrated or a bankruptcy order is made against him or he has granted a trust deed for, or entered into an arrangement with, his creditors;
(c)where he becomes unable to carry out his duties as a governor by reason of physical or mental illness;
(d)where he has failed to attend any meetings of the Governors or any of their committees or sub-committees for a period longer than six consecutive months otherwise than for a reason approved by the Governors;
(e)in the case of a staff governor whose appointment falls to be made under article 3(1)(c) either from among the members of the academic council or from the full-time academic or non-academic staff of the institution, when he ceases to be a member of the academic council or the full-time academic or non-academic staff, as the case may be;
(f)where in accordance with article 8 he becomes ineligible to remain in office as a governor.
10.—(1) Where the place of a governor who has been appointed to the office of governor under article 3(1)(a) has been declared vacant under article 9, or where such a governor has died, the Governors shall appoint a governor to fill the vacancy.
(2) Where the place of a governor who has been appointed to the office of governor under article 3(1)(c) has been declared vacant under article 9, or where such a governor has died—
(a)in the case of a governor appointed under article 3(1)(c)(i), the Governors shall intimate the vacancy to the academic council who shall appoint a governor to fill the vacancy;
(b)in the case of a governor elected under article 3(1)(c)(ii) or (iii), an election shall be held to fill the vacancy in accordance with article 4 and the relevant rules made under it.
11. Where any meeting of the Governors or of any committee of the Governors, as the case may be, is to consider any of the following matters, that is to say, the salary, conditions of service, appointment, promotion, suspension or dismissal of any member of the staff of the institution, any governor who is a governor ex officio by virtue of holding office as Convenor of the Students' Association in the institution in accordance with article 3(1)(b), shall withdraw from the meeting, or that part of the meeting, as the case may be, at which any of the said matters are to be considered, unless invited to remain by virtue of a resolution of the remaining members of the Governors or committee thereof, as the case may be, present at the meeting.
12. No failure or defect in the appointment of any governor and no vacancy in the office of governor shall prevent the Governors from acting in the execution of their functions, nor shall any act or proceedings of the Governors or any committee appointed by the Governors be invalidated or be illegal by reason of or in consequence of any such vacancy or of any such defect in the appointment of any one or more governors.