Scrabster (Forward Supply Base) Harbour Revision Order 1998

Article 19

SCHEDULE 2 AMENDMENTS TO ACT OF 1841

1.  For Section II (Vacancies how to be supplied) there shall be substituted the following Section:—

“Vacancy of Trustees

II.   If the number of persons (other than the sheriff of the county of Caithness or his substitute, the chief magistrate of Thurso or the owners of the lands and estates of Scrabster, Thurso East, Sandside, Holburnhead or Pennyland respectively, or any person holding the office of Trustee by virtue of being a credit or of the Trustees in the sum of £100 or upwards) holding the office of Trustee shall be less than twelve at any time then the persons entitled as hereinafter mentioned may elect a fit and proper person or fit and proper persons to supply such vacancy or vacancies, as the case may be, in accordance with the provisions of Section IV of this Act and the person or persons so elected shall have and enjoy the same powers and privileges of a Trustee as any Trustee:

Provided that if any such vacancy shall remain unsupplied the remaining Trustees shall have full power to do and perform all matters necessary for the execution of this Act”.

2.  For Section III (Creditors entitled to vote in election of Trustees) there shall be substituted the following section–

“Persons entitled to elect Trustees

III.   Any person who shall be the lawful holder for the time being of:— (a) an Assignment issued by the Trustees under Section XLI of this Act in respect of not less than £100 or Assignments issued under Section XLI of this Act, in respect, in aggregate, of not less than £100; or (b) any loan stock having a nominal value of not less than £100 issued by the Trustees pursuant to any other enactment and designated by the Trustees upon issue as loan stock to which this Section III refers, shall be entitled to vote in the Election of Trustees in accordance with the provision of Section IV of this Act”.

3.  For Section IV (Creditors to be summoned to Meetings for electing Trustees) there shall be substituted the following section:—

“Election of new trustees where there is a vacancy

IV.   If any vacancy shall occur in the office of Trustee as hereinbefore mentioned any three of the remaining Trustees or three of those persons entitled to vote under Section III of this Act may give notice of such vacancy to the Clerk to the Trustees who shall within 14 days of being notified of the vacancy by means of an advertisement in a paper circulating in Caithness give notice of such vacancy and summon a meeting of those persons entitled to vote under Section III of this Act to be held for the purpose of electing a new Trustee not sooner than 28 days and not later than 42 days after publication of the advertisement. Nominations for the office of Trustee shall be in writing, signed by at least two persons entitled to vote and shall be lodged with the Clerk to the Trustees within 14 days after publication of the advertisement. The Clerk to the Trustees shall by means of an advertisement in a paper circulating in Caithness give notice of the nominations at least 7 days before the meeting. A new Trustee shall be elected by a majority of the votes of those persons entitled to vote under Section III of this Act who shall be present at such meeting or of the proxies of those persons entitled to vote under Section III of this Act who shall not attend personally.

The quorum for any meeting summoned under this Section shall be five persons entitled to vote at such meeting or their proxies. A person entitled to vote at any meeting summoned under this Section may only appoint a proxy by delivering to the Clerk to the Trustees, not later than 48 hours prior to the time of the meeting, a form of proxy in any common or usual form identifying the person appointed as proxy and signed by the person entitled to vote. The delivery of a form of proxy shall not prevent the person entitled to vote from attending the meeting and voting in person. A person appointed as a proxy in relation to any meeting need not be a person entitled to vote at such meeting but if a person entitled to vote at the meeting is appointed proxy for any other person entitled to vote at the meeting, he shall have an additional vote for each person whom he represents as proxy. The persons entitled to vote at any meeting summoned under this Section who are present in person or by proxy shall elect one of their number to be Preses of the meeting and in the case of an equality of votes, the Preses shall have a casting vote besides his vote as a member of the meeting. At any meeting summoned under this Section, a separate Resolution shall be put to the meeting for the election as a Trustee of each person validly nominated for election and each person entitled to vote who is present at the meeting in person or by proxy shall have a single vote which may be cast for or against each such Resolution. If, after Resolutions have been put to the meeting for the election of each person who has been validly nominated for election, more nominees would have been elected as Trustees than there are vacancies, those elected as Trustees shall be the persons in whose favour the most votes have been cast (after deducting in each case the number of votes cast against such person). Provided that, if it is necessary, in order to fill a vacancy, to choose between nominees in whose favour an equal number of votes have been cast (after deducting in each case the number of votes cast against such person), the choice between such nominees shall be made by lot, in a manner determined by the Preses”.

4.  For Section VI (Clerk to call meetings at the request of any three of the Trustees) there shall be substituted the following section:—

“Clerk to call meetings at the request of any three of the Trustees

VI.   If any three or more of the Trustees request the Clerk to the Trustees in writing to call a meeting of the Trustees and specify the purpose for which the meeting is called the Clerk to the Trustees shall, within 14 days of being so requested, by means of an advertisement specifying the purpose of the meeting in a paper circulating in Caithness summon a meeting of the Trustees to be held not sooner than 28 days and not later than 42 days after publication of the advertisement. The Trustees at such meeting shall only consider these matters specified in the advertisement”.

5.  For Section VIII (Trustees may appoint Committees) there shall be substituted the following section:—

“Election of Management Committee	VIII.   The Trustees shall have power to elect a Management Committee comprising not less than 3 nor more than 16 Trustees. The Management Committee shall subject as hereinafter provided be elected at the Annual General Meeting of the Trustees. Not less than 42 days before the Annual General Meeting the Clerk to the Trustees shall notify the Trustees of the election of the Management Committee by means of an advertisement in a paper circulating in Caithness. Any nominations for the Management Committee shall be in writing, signed by at least two Trustees, and shall be lodged with the Clerk to the Trustees within 14 days after publication of the advertisement. No Trustee shall be eligible for election to the Management Committee if he shall have attained the age of 70. The Clerk to the Trustees shall notify the Trustees of the nominations by means of an advertisement in a paper circulating in Caithness at least 7 days before the Annual General Meeting. Provided that the Management Committee may by resolution appoint any Trustee who has not yet attained the age of 70 to be a member of the Management Committee, either to fill a vacancy or as an additional member of the Management Committee provided that such appointment does not cause the number of members of the Management Committee to exceed 16.
	At any meeting of the Trustees at which the election of Trustees to the Management Committee falls to be considered, a separate Resolution shall be put to the meeting for the election of each person validly nominated for election to the Management Committee and each Trustee who is present at the meeting shall have a single vote which may be cast for or against each such Resolution. If, after Resolutions have been put to the meeting for the election of each Trustee who has been validly nominated for election, more Trustees would have been elected to the Management Committee than there are vacancies, those Trustees elected to the Management Committee shall be the Trustees in whose favour the most votes have been cast (after deducting in each case the number of votes cast against such Trustee). Provided that if it is necessary, in order to fill a vacancy, to choose between Trustees in whose favour an equal number of votes have been cast (after deducting in each case the number of votes cast against such Trustee), the choice between such Trustees shall be made by lot, in a manner determined by the Preses of the meeting.
	Subject to any requirement of this Act for any matter to be dealt with by a meeting of the Trustees and subject also to any restriction imposed in any Resolution of the Trustees appointing the Management Committee, the Management Committee shall be entitled in the name of the Trust to exercise all powers conferred on the Trust by this Act or otherwise. The members of the Management Committee shall retire at the end of the Annual General Meeting next following their election or appointment and shall be eligible for re-election provided that they have not attained the age of 70. The Management Committee may elect from its number a Chairman and a Vice-Chairman and may confer upon such Chairman and Vice-Chairman such powers as the Management Committee may determine. The Management committee may appoint Sub-Committees of such number of persons (whether or not members of the Management Committee) and having such powers and duties as the Management Committee may determine provided that a majority of the members of any such Sub-Committee shall be Trustees and the quorum for any meeting of any such Sub-Committee shall be at least two Trustees personally present.
	Each meeting of the Management Committee shall be chaired by the Chairman (if any), whom failing the Vice-Chairman (if any) whom failing such member of the Management Committee as the Management Committee shall elect in relation to such meeting. The Chairman of the meeting shall have a casting vote in the event of an equality of votes, in addition to his vote as a member of the meeting”.

6.  For Section VII (Trustees not to hold Offices of Emolument, nor be concerned in Contracts) as amended by the Scrabster Harbour Order 1975(1) there shall be substituted the following section:—

“Trustees not to be concerned in contracts

VII.   No Trustee shall be directly or indirectly concerned in any contract under this Act nor be surety for any contractor under this Act and if any Trustee shall be convicted of contravening this section he shall forfeit and pay the sum of £100 to be paid to the Treasurer under this Act and be incapable of ever afterwards holding the office of Trustee under this Act:

Provided that the Trustees may pay to each Trustee such reasonable remuneration, allowances and expenses as the Trustees may determine and provided further that a Trustee shall not be guilty of contravening this enactment and shall not be disqualified from holding the office of Trustee under this section if he shall at the meeting at which the contract is a subject of consideration have disclosed any pecuniary interest direct or indirect in any such contract and shall not have taken part in the consideration or discussion of or voted on any question with respect thereto”.

7.  Section XII (Accounts to be audited annually) shall have effect as if the words “Eight Days” were omitted and replaced by the words “seven months” and if the words “to be held on the last Wednesday of May thereafter” were omitted.

8.  Section XIV (An Auditor to be appointed) shall have effect as if the words “not exceeding the sum of Twenty Pounds for each Audit” were omitted.

9.  Section XCIX (Power to make Bye Laws) as amended by the Scrabster Harbour Order 1975 shall have effect as if after the words “vehicles may be left” the words “for the regulation and control of all structures within the harbour, whether floating or attached to the seabed (including pipes, cables and buoys)” were added.

(1)

1975 c.vii.