The Harrow College (Government) Regulations 1999

(Regulation 2)

SCHEDULE 1 INSTRUMENT OF GOVERNMENT

1. 1. Interpretation

2. 2. Composition of the Corporation

3. 3. Initial Appointments

4. 4. Determination of Membership Numbers

5. 5. Subsequent Appointments

6. 6. Appointment of Chairman and Vice-Chairman

7. 7. Appointment of the Clerk to the Corporation

8. 8. Persons Ineligible to be Members

9. 9. Term of Office

10. 10. Determination of Membership

11. 11. Members not to be financially interested in the Institution

12. 12. Meetings

13. 13. Quorum

14. 14. Proceedings of Meetings

15. 15. Minutes

16. 16. Public Access to Meetings

17. 17. Publication of Minutes and Papers

18. 18. Allowances to Members

19. 19. Copies of Instrument of Government

20. 20. Change of Name

21. 21. Application of Seal

22. 22. Accounts and Audit

23. 23. Amendment of Instrument of Government

Interpretation

1.  In this Instrument of Government–

(a) “the Corporation” means the further education corporation known as “Harrow College”,

“this Instrument” means this Instrument of Government,

“the Secretary of State” means the Secretary of State for Education and Employment;

(b) “business member”, “co-opted member”, “staff member” and “student member” have the meanings ascribed to them in clause 2;

(c) references, in relation to the Corporation, to the institution are references to the institution which the Corporation is established to conduct and to any institution for the time being conducted by the Corporation in exercise of their powers under the Further and Higher Education Act 1992;

(d) references, in relation to the Corporation, to a variable category are references to any category of members in relation to which the number applicable in accordance with clauses 2 to 4 is subject to variation;

(e) unless the context otherwise requires, a reference to–

(i) a numbered clause is a reference to the clause so numbered in this Instrument, and

(ii) a numbered paragraph is a reference to the paragraph so numbered in the clause in which the reference appears;

(f) words importing one gender shall import all genders, the singular number shall include the plural and vice versa (unless the context otherwise requires) and the headings are included for convenience only and shall not affect the construction of this Instrument.

Composition of the Corporation

2.—(1) The Corporation shall consist of–

(a) not more than 7 members who are, or have been, engaged or employed in business, industry or any profession or in any other field of employment relevant to the activities of the institution (to be known as “business members”);

(b) not more than 3 members (to be known as “co-opted members”) co-opted by the members of the Corporation who are not co-opted members;

(c) at least one and not more than 3 members who are members of the staff of the institution elected and nominated as specified in paragraph (4) (to be known as “staff members”);

(d) at least one and not more than 3 members who are students at the institution elected and nominated by such students or (as the Corporation may determine) by a recognised association representing such students (to be known as “student members”);

(e) not more than 2 members who are parents of students under the age of 19 years at the institution elected and nominated by other such parents or (as the Corporation may determine) by a recognised association representing such parents (to be known as “parent members”);

(f) at least one and not more than 3 members nominated by such local authorities as the Corporation may nominate;

(g) at least one and not more than 3 members nominated by a body or bodies within the local community nominated by the other members of the Corporation;

(h) the Principal of the institution (unless he chooses not to be a member).

(2) For the purposes of this Instrument, a person who is not for the time being enrolled as a student at the institution shall be treated as such a student during any period when he has been granted leave of absence from the institution for the purposes of study or travel or for carrying out the duties of any office held by him in any students' union at the institution.

(3) It shall be for the appointing authority as defined in clause 3 or (as the case may be) 5 to determine any question as to whether any person is qualified in accordance with the preceding provisions of this clause for appointment as a member of the Corporation of any description or category.

(4) Every staff member shall be elected and nominated by the staff of the institution, save that where paragraph (5) applies–

(a) one may be a member of the academic staff elected and nominated only by the academic staff, and

(b) the other or (as the case may be) one other may be a member of the staff other than the academic staff elected and nominated only by the staff other than the academic staff.

(5) This paragraph applies where the Corporation determine–

(a) (pursuant to clause 4(2)) that there are to be 2 or 3 staff members, and

(b) that both or (as the case may be) 2 of those members are to be elected and nominated as specified in paragraph (4)(a) and (b).

Initial Appointments

3.—(1) The Secretary of State is the appointing authority for the purposes of this Instrument in relation to the appointment of the first members of the Corporation.

(2) In determining the number of members to appoint within each variable category he shall secure that the number of business members of the Corporation as first constituted shall be equal to one-third of the total number of members rounded up to the nearest whole number.

Determination of Membership Numbers

4.—(1) At their first meeting the Corporation shall make a determination with respect to their membership numbers, which shall be not less than 12 but not more than 20.

(2) Such a determination shall fix the number of members of each variable category of which the Corporation are to consist, subject to the limits applicable in relation to that category set out in clause 2.

(3) In making such a determination, the Corporation shall secure that the number of business members of the Corporation, when constituted in accordance with the determination, shall be equal to one-third of the total number of members rounded up to the nearest whole number.

(4) Such a determination shall not have effect so as to terminate the appointment of any person who is already a member of the Corporation at the time when it takes effect.

(5) Such a determination may be varied by a subsequent determination, to which paragraphs (1) to (4) shall apply.

Subsequent Appointments

5.—(1) Subject to paragraph (3) the Corporation are the appointing authority in relation to the appointment of any member of the Corporation at any time after the appointment by the Secretary of State of the first members.

(2) The Corporation may not make any such appointment before they have made the first determination under clause 4.

(3) If the number of members falls below the number needed for a quorum, the Secretary of State is the appointing authority in relation to the appointment of such number of members as is required for a quorum.

Appointment of Chairman and Vice-Chairman

6.—(1) At the first meeting of the Corporation, the members shall appoint a Chairman and a Vice-Chairman from among their number.

(2) Neither the Principal nor any staff or student member shall be eligible to be appointed Chairman or Vice-Chairman.

(3) The Chairman and Vice-Chairman shall hold office for such period as the Corporation may determine.

(4) If both the Chairman and Vice-Chairman are absent from any meeting of the Corporation, the members present shall choose one of their number to act as chairman for that meeting, provided that the member chosen shall not be the Principal or a staff or student member.

(5) The Chairman or Vice-Chairman may resign his office at any time by giving notice in writing to the Clerk to the Corporation.

(6) At the first meeting following the expiry of the term of office of the Chairman or the Vice-Chairman, or following the resignation of the Chairman or Vice-Chairman, the members shall appoint a new Chairman or Vice-Chairman, as the case may be, from among their number.

(7) The Chairman or Vice-Chairman retiring at the end of his term of office shall be eligible for reappointment.

Appointment of the Clerk to the Corporation

7.—(1) The Corporation shall appoint a person to serve as Clerk to the Corporation.

(2) The Clerk to the Corporation shall be entitled to attend all meetings of the Corporation (including meetings of any committee of the Corporation) but shall withdraw from that part of any meeting at which his remuneration, conditions of service, conduct, suspension, dismissal or retirement are to be considered, in which case the members of the Corporation shall appoint from their number a person to act as Clerk to the Corporation for the duration of such meeting or part of a meeting.

Persons Ineligible to be Members

8.—(1) A person who is under the age of 18 years shall be ineligible for appointment as a member except as a student member.

(2) Subject to paragraph (3), no person who has attained the age of 70 years shall be eligible for appointment as a member of the Corporation.

(3) A person over the age of 70 shall not by virtue of paragraph (2) be disqualified for appointment as a member of the Corporation where–

(a) the appointing authority in relation to the appointment is the Secretary of State; or

(b) the appointing authority in relation to the appointment is the Corporation and the members determine to make the appointment by a vote representing an absolute majority of all the members of the Corporation (whether or not taking part in the vote).

(4) A person who is a member of staff of the institution shall be ineligible for appointment as a member except as a staff member or in his capacity as Principal.

(5) A student at the institution shall be ineligible to be appointed as a member except as a student member. A person who is already a member other than a student member shall not be required to resign if during his term of office he enrols on a part-time course at the institution, but if he enrols on a full-time course at the institution he shall cease to be a member of the Corporation and thereupon the office shall become vacant.

(6) The Clerk to the Corporation shall be ineligible to be a member.

(7) Subject to paragraphs (8) and (9), a person shall be disqualified for holding, or for continuing to hold, office as a member if that person has been adjudged bankrupt or has made a composition or arrangement with his creditors.

(8) Where a person is disqualified by reason of his having been adjudged bankrupt, that disqualification shall cease–

(a) unless the bankruptcy order made against that person is previously annulled, on his discharge from bankruptcy; and

(b) if the bankruptcy order is so annulled,

on the date of the annulment.

(9) Where a person is disqualified by reason of his having made a composition or arrangement with his creditors and he pays his debts in full, the disqualification shall cease on the date on which the payment is completed and in any other case it shall cease on the expiration of three years from the date on which the terms of the deed of composition or arrangement are fulfilled.

(10) A person shall be disqualified for holding, or for continuing to hold, office as a member if, within five years before his appointment would otherwise have taken effect, or since his appointment, he has been convicted in the United Kingdom, the Channel Islands or the Isle of Man of any offence and has had passed on him a sentence of imprisonment (whether suspended or not) for a period of not less than three months without the option of a fine.

(11) Upon a member of the Corporation becoming disqualified for continuing to hold office by virtue of paragraph (7) or (10), he shall forthwith give written notice of that fact to the Clerk to the Corporation.

Term of Office

9.—(1) A member of the Corporation shall hold and vacate office in accordance with the terms of his appointment, but the length of his term of office shall not exceed 4 years.

(2) Members retiring at the end of their term of office shall be eligible for reappointment, and clause 5 shall apply to the reappointment of a member as it does to the appointment of a member’s successor.

Determination of Membership

10.—(1) A member may resign his office at any time by giving notice in writing to the Clerk to the Corporation.

(2) If at any time the Corporation are satisfied that any member–

(a) has been absent from meetings of the Corporation for a period longer than 6 consecutive months without the permission of the Corporation; or

(b) is unable or unfit to discharge the functions of a member,

the Corporation may by notice in writing to that member remove him from office and thereupon the office shall become vacant.

(3) Any person who is a member of the Corporation by virtue of being–

(a) a member of the staff (including the Principal) of the institution, or

(b) a student of the institution,

shall cease to hold office if he ceases to be a member of the staff or (as the case may be) a student of the institution; and thereupon the office shall become vacant.

Members not to be financially interested in the Institution

11.—(1) Except with the approval in writing of the Secretary of State no member shall take or hold any interest in any property held or used for the purpose of the institution.

(2) A member who has any financial interest in the supply of work or goods to or for the purposes of the institution, any contract or proposed contract concerning the institution, or any other matter relating to the institution shall–

(a) disclose to the Corporation the nature and extent of his financial interest; and

(b) if he is present at a meeting of the Corporation at which such supply, contract or other matter is to be considered, shall not take part in the consideration or vote on any question with respect to it and shall not be counted in the quorum present at the meeting in relation to a resolution on which he is not entitled to vote.

(3) The Clerk to the Corporation shall maintain a register of the financial interests of members of the Corporation which are disclosed to the Corporation, and the register shall be made available during normal office hours at the institution to any person wishing to inspect it.

(4) This clause shall not prevent the members of the Corporation considering and voting upon proposals for the Corporation to insure the members of the Corporation against liabilities incurred by them arising out of their office or the Corporation obtaining such insurance and paying the premiums.

Meetings

12.—(1) The Corporation shall meet at least once in every term, and shall hold such other meetings as may be necessary.

(2) Subject to paragraph (3), all meetings shall be summoned by the Clerk to the Corporation, who shall, at least seven calendar days before the date of the meeting, send to the members written notice of the meeting and a copy of the proposed agenda.

(3) However, if it is proposed to consider at any meeting the remuneration, conditions of service, conduct, suspension, dismissal or retirement of the Clerk to the Corporation, the Chairman (and not the Clerk) shall, at least seven calendar days before the date of the meeting, send to the members a copy of the agenda item concerned together with any relevant papers.

(4) A special meeting of the Corporation may be called at any time by the Chairman or at the request in writing of any five members. Where the Chairman or, in his absence, the Vice-Chairman so directs on the ground that there are matters demanding urgent consideration, it shall be sufficient if the written notice convening the meeting and the proposed agenda are given within such period, being less than seven calendar days, as he specifies.

(5) Every member of the Corporation shall act in the best interests of the Corporation and accordingly shall not be bound in speaking and voting by mandates given to him by any other body or person.

Quorum

13.—(1) Meetings of the Corporation shall be quorate if the number of members present is at least 40% of the membership numbers determined in accordance with clause 4(1).

(2) If the number of members assembled for a meeting of the Corporation does not constitute a quorum therefor, the meeting shall not be held. If in the course of a meeting of the Corporation the number of members thereof present ceases to constitute a quorum, the meeting shall be terminated forthwith.

(3) If for lack of quorum a meeting cannot be held or, as the case may be, cannot continue, the Chairman shall, if he thinks fit, cause a special meeting to be summoned as soon as conveniently may be.

Proceedings of Meetings

14.—(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. Where there is an equal division of votes the chairman of the meeting shall have a second or casting vote.

(2) A member may not vote by proxy or by way of a postal vote.

(3) No resolution of the members 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.

(4) Except as provided by articles 12 and 13 of the Articles of Government (relating to appeals and representations about staff discipline and dismissal), a member of the Corporation who is a member of the staff of the institution shall withdraw–

(a) from that part of any meeting of the Corporation at which his remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement are to be considered;

(b) from that part of any meeting of the Corporation at which his reappointment or the appointment of his successor is to be considered; and

(c) if so required by a resolution of the other members present, from that part of any meeting of the Corporation at which the appointment, remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of any member of staff holding a post senior to his own are to be considered.

(5) A Principal who has chosen not to be a member of the Corporation shall still be entitled to attend and speak at all meetings of the Corporation, except that he shall withdraw in any case where he would be required to withdraw under paragraph (4) above if he were attending as a member.

(6) A student member who is under the age of 18 shall not vote on any question concerning any proposal–

(a) for the expenditure of money by the Corporation; or

(b) under which the Corporation, or any members of the Corporation, would enter into any contract, or would incur any debt or liability (whether immediate, contingent or otherwise).

(7) Except as provided by rules made under article 15(2) 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 at which his conduct, suspension or expulsion is to be considered.

(8) In any case where the Corporation are to discuss the appointment, remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of a member or prospective member of the staff of the institution, a student member shall–

(a) take no part in the consideration or discussion of the matter in question and not vote on any question with respect to the matter; and

(b) where required to do so by any one member of the Corporation present at the meeting, withdraw from the meeting.

Minutes

15.—(1) At every meeting of the Corporation the minutes of the last meeting shall be taken as an agenda item; and, if agreed to be accurate, those minutes shall be signed as a true record.

(2) Separate minutes shall be taken of those parts of meetings from which staff or student members have withdrawn. The Clerk to the Corporation who has withdrawn from a meeting in accordance with clause 7(2) shall not be entitled to see the minute of that part of the meeting or any papers in relation thereto. A staff or student member who has withdrawn from a meeting in accordance with clause 14(4), (6) or (7) shall not be entitled to see the minutes of that part of the meeting.

Public Access to Meetings

16.  Subject to clause 14(5), any question as to whether any person who is not–

(a) a member of the Corporation, or

(b) the Clerk to the Corporation,

should be allowed to attend a meeting of the Corporation shall be determined by the Corporation.

Publication of Minutes and Papers

17.—(1) Subject to paragraph (2), the Corporation shall ensure that a copy of–

(a) the agenda for every meeting of the Corporation,

(b) the draft minutes of every such meeting, if they have been approved by the chairman of the meeting,

(c) the signed minutes of every such meeting, and

(d) any report, document or other paper considered at any such meeting,

shall, in each case as soon as may be, be made available during normal office hours at the institution to any person wishing to inspect them.

(2) There shall be excluded from any item required to be made available in pursuance of paragraph (1), any material relating to–

(a) a named person employed at or proposed to be employed at the institution,

(b) a named student at, or candidate for admission to, the institution, or

(c) any matter which, by reason of its nature, the Corporation are satisfied should be dealt with on a confidential basis.

Allowances to Members

18.  The Corporation shall have power to pay to the members of the Corporation such travelling, subsistence or other allowances as the Corporation may determine, but shall not without the approval in writing of the Secretary of State pay allowances which remunerate the members for their services as members.

Copies of Instrument of Government

19.  A copy of this Instrument shall be given to every member, and shall be available for inspection upon request during normal office hours at the institution to every member of staff and every student.

Change of Name

20.  The Corporation may change their name with the approval of the Secretary of State.

Application of Seal

21.  The application of the seal of the Corporation shall be authenticated by–

(a) the signature either of the Chairman or of some other member authorised either generally or specially by the Corporation to act for that purpose, and

(b) the signature of any other member.

Accounts and Audit

22.—(1) The Corporation shall–

(a) keep proper accounts and proper records in relation to the accounts; and

(b) prepare in respect of each financial year of the Corporation a statement of accounts.

(2) The statement shall–

(a) give a true and fair account of the state of the Corporation’s affairs at the end of the financial year and of the Corporation’s income and expenditure in the financial year; and

(b) comply with any directions given by the Further Education Funding Council for England as to the information to be contained in it, the manner in which the information is to be presented, the methods and principles according to which it is to be prepared and the time and manner of publication.

(3) The accounts (including any statement prepared under this clause) shall be audited by persons appointed in respect of each financial year by the Corporation.

(4) Such auditors shall be appointed, and other audit work conducted, in accordance with any requirements of the Further Education Funding Council for England.

(5) In this clause in relation to the Corporation–

(a) “the first financial year” means the period commencing with the date on which the Corporation is established and ending with the second 31st July following that date; and

(b) “financial year” means that period and each successive period of twelve months.

Amendment of Instrument of Government

23.  This Instrument may be modified or replaced in accordance with section 22 of the Further and Higher Education Act 1992.