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The Cardiff and Vale College Further Education Corporation (Government) Regulations 2011

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SCHEDULES

Regulation 2

SCHEDULE 1INSTRUMENT OF GOVERNMENT

  1. 1.Interpretation

  2. 2.Composition of the Corporation

  3. 3.Determination of membership numbers

  4. 4.Appointments

  5. 5.Appointment of Chair and Vice-Chair

  6. 6.Appointment of the Clerk

  7. 7.Eligibility

  8. 8.Term of office

  9. 9.Termination of membership

  10. 10.Members not to hold interests in matters relating to the institution

  11. 11.Meetings of the Corporation

  12. 12.Quorum

  13. 13.Proceedings of meetings

  14. 14.Minutes

  15. 15.Public access to meetings of the Corporation

  16. 16.Publication of minutes and papers

  17. 17.Allowances to members

  18. 18.Copies of Instrument of Government

  19. 19.Change of name

  20. 20.Application of seal

Interpretation

1.—(1) In this Instrument of Government—

  • “the Corporation” (“y Gorfforaeth”) means the Cardiff and Vale College Further Education Corporation;

  • “Chair” (“Cadeirydd”) means chairperson of the Corporation;

  • “Clerk” (“Clerc”) means Clerk to the Corporation;

  • “the institution” (“y sefydliad”) means Cardiff and Vale College and any institution for the time being conducted by the Corporation in exercise of its powers under the Further and Higher Education Act 1992(1);

  • “member” (“aelod”) means member of the Corporation;

  • “Principal” (“Pennaeth”) means the chief executive of the institution;

  • “staff matters” (“materion staff”) means the appointment, remuneration, conditions of service, promotion, demotion, conduct, suspension, dismissal or retirement of any member of staff;

  • “student” (“myfyriwr”) means a student enrolled at the institution and also includes a person who is not for the time being enrolled as a student at the institution but who is on a period of authorised absence from enrolment as a student at the institution for the purposes of study or travel or for carrying out the duties of any office held by that person in the institution’s student union;

  • “Vice-Chair” (“Is-gadeirydd”) means vice-chairperson of the Corporation;

  • “working day” (“diwrnod gwaith”) means any Monday, Tuesday, Wednesday, Thursday or Friday, other than a bank holiday or other public holiday.

(2) In this Instrument of Government, in relation to members—

(a)references to a “variable category” (“categori amrywiol”) are references to any category of members whose numbers may vary in accordance with paragraphs 2 and 4; and

(b)the following terms have the meanings given to them in paragraph 2—

  • “business members” (“aelodau busnes”);

  • “community members” (“aelodau cymunedol”);

  • “co-opted members” (“aelodau cyfetholedig”);

  • “local authority members” (“aelodau awdurdod lleol”);

  • “parent members” (“aelodau rhieni”);

  • “staff members” (“aelodau staff ”);

  • “student members” (“aelodau myfyrwyr”); and

  • “Welsh Ministers Appointed Members” (“Aelodau a Benodwyd gan Weinidogion Cymru”).

Composition of the Corporation

2.—(1) The Corporation must consist of—

(a)up to seven 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)up to three members co-opted by the members of the Corporation (to be known as “co-opted members”);

(c)at least one and up to three members who are employed as and have been nominated by the staff of the institution (to be known as “staff members”). If there is more than one staff member, at least one staff member must be employed as and elected and nominated by the teaching staff and at least one staff member must be employed as and elected and nominated by the other members of staff of the institution;

(d)at least one and up to three members who are students at the institution and have been elected and nominated by the students at the institution or (as the Corporation may determine) elected and nominated by a recognised association representing the students at the institution (to be known as “student members”);

(e)up to two members who are parents of students under the age of 19 years attending the institution, who have been elected and nominated by such other parents or (as the Corporation may determine) elected and nominated by a recognised association representing such parents (to be known as “parent members”);

(f)at least one and up to three members nominated by local authorities specified by the Corporation (to be known as “local authority members”);

(g)at least one and up to three members nominated by a community body or bodies appearing to the other members to represent the interests of a section of the local community nominated by the other members (to be known as “community members”) (for the purposes of this paragraph “community body” includes any association not conducted for profit);

(h)the Principal of the institution (unless the Principal chooses not to be a member); and

(i)up to two members appointed by the Welsh Ministers in exercise of their powers under section 39 of the Learning and Skills Act 2000(2) (to be known as “Welsh Ministers Appointed Members”).

(2) Any question as to whether a person is qualified in accordance with sub-paragraph (1) for appointment as a member to any category, must be determined by the relevant appointing authority as specified in paragraph 4.

Determination of membership numbers

3.—(1) At its first meeting, the Corporation must determine—

(a)the total number of members (excluding any Welsh Ministers Appointed Members); and

(b)the number of members in each variable category.

(2) The Corporation may at any time vary the determinations referred to in sub-paragraph (1) and any subsequent determinations under this paragraph.

(3) Any determination under this paragraph must ensure that—

(a)the number of members, excluding Welsh Ministers Appointed Members, is at least 12 and no more than 20;

(b)the number of members of each variable category is within the limits set out in paragraph 2; and

(c)the number of business members is equal to one-third of the total number of members, excluding any Welsh Ministers Appointed Members, rounded up to the nearest whole number.

(4) No determination under this paragraph has effect so as to terminate the appointment of any person who is already a member at the time when it takes effect.

Appointments

4.—(1) The Corporation is the appointing authority in relation to the appointment of any member other than—

(a)a Welsh Ministers Appointed Member;

(b)the first members, who are appointed by the Welsh Ministers; and

(c)where the number of members falls below the number needed for a quorum, such number of members as is required for a quorum.

(2) If the number of members falls below the number needed for a quorum, the Welsh Ministers are the appointing authority in relation to the appointment of such number of members as is required for a quorum.

(3) The appointing authority may decline to appoint a person if it is satisfied that—

(a)the person does not have the specified skills and experience as defined in sub-paragraph (4);

(b)the person has, within the previous ten years, been removed from office as a member of a further education corporation or institution designated under section 28 of the Further and Higher Education Act 1992(3);

(c)the appointment of the person would contravene any provision of any rules or bye-laws made under article 20 of the Articles of Government;

(d)the person is ineligible to be a member by virtue of paragraph 7; or

(e) in the case of a person to be appointed as a business, co-opted, local authority or community member, the Search Committee (established under Article 8 of the Articles of Government) has advised that the person should not be appointed.

(4) In this paragraph “specified skills and experience” means skills and experience (other than professional qualifications) specified by the Corporation as appropriate for members.

(5) Where the office of any member other than the Principal or a Welsh Ministers Appointed Member becomes vacant, the Corporation must, as soon as practicable, take all necessary steps to appoint a new member to fill the vacancy.

(6) A local authority member may be a local authority elected councillor, a local authority employee, or any other person nominated by the local authority.

(7) Nothing in this paragraph entitles the Corporation to request more than one nomination from any of the bodies referred to in paragraph 2(1)(c) to (g) to fill any single vacancy.

Appointment of Chair and Vice Chair

5.—(1) The members present at any meeting of the Corporation held before the first appointment of a Chair or Vice-Chair under sub-paragraph (2) must choose one of their number to act as chairperson for that meeting.

(2) The Corporation must appoint a Chair and a Vice Chair from among its members.

(3) Neither the Principal nor any staff or student member may be appointed Chair or Vice Chair.

(4) The Chair and Vice Chair hold office for any period determined by the Corporation.

(5) Subject to sub-paragraph (3), if both the Chair and Vice Chair are absent from any meeting of the Corporation, the members present must choose one of their number to act as chairperson for that meeting.

(6) The Chair or Vice Chair may resign from office at any time by giving notice in writing to the Clerk.

(7) If at any time the Corporation is satisfied that the Chair is unable or unfit to discharge the functions of Chair, the Corporation may, by giving written notice, remove the Chair from office.

(8) If at any time the Corporation is satisfied that the Vice-Chair is unable or unfit to discharge the functions of Vice-Chair, the Corporation may, by giving written notice, remove the Vice-Chair from office.

(9) At the last meeting of the Corporation before the expiry of the term of office of the Chair or Vice Chair, or following the resignation or removal from office of the Chair or Vice Chair, the Corporation must appoint a new Chair or Vice Chair, as the case may be, from among its members.

(10) The Chair and Vice Chair are eligible for reappointment at the expiry of their terms of office, subject to any rules made under article 20 of the Articles of Government concerning the number of terms of office which a person may serve.

Appointment of the Clerk

6.—(1) The Corporation must appoint a person to serve as Clerk, but the Principal may not be appointed as Clerk.

(2) Subject to paragraph 13(9), the Clerk is entitled to attend all meetings of the Corporation and all meetings of any committee of the Corporation.

(3) The Corporation must appoint a person (other than the Principal) to serve as a temporary clerk in the following circumstances—

(a)where at the first meeting of the Corporation no person is appointed to serve as Clerk;

(b)in the temporary absence of the Clerk.

(4) The Clerk must comply with any written requirements of the Welsh Ministers.

(5) Any reference in this Instrument to the Clerk includes a temporary clerk.

Eligibility

7.—(1) A person who is under the age of 18 may only be a student member.

(2) Subject to sub-paragraph (3), a person who is a member of staff other than the Principal may only be a staff member.

(3) A student employed by the Corporation in connection with the student’s role as an officer of the students' union may only be a student member.

(4) Subject to sub-paragraphs (5) and (6), a student at the institution may only be a student member.

(5) A member of staff (other than a person employed by the Corporation in connection with their role as an officer of the students' union) who is also enrolled as a part-time student at the institution may only be appointed as a staff member.

(6) A person who is already a member other than a student member is not required to resign if during the term of office that person enrols on a part time course at the institution, but if that person enrols on a full-time course at the institution, that person ceases to be a member.

(7) The Clerk may not be a member.

(8) Subject to sub-paragraphs (9) and (10), a person may not be a member if that person has been adjudged bankrupt(4), or if that person is the subject of a bankruptcy restrictions order, an interim bankruptcy restrictions order or a bankruptcy restrictions undertaking(5), or if that person has made a composition or arrangement with creditors, including an individual voluntary arrangement.

(9) Where a person is disqualified from being a member by reason of having been adjudged bankrupt, or being the subject of a bankruptcy restrictions order, an interim bankruptcy restrictions order or a bankruptcy restrictions undertaking, that disqualification ceases—

(a)on that person’s discharge from bankruptcy, unless the bankruptcy order has before then been annulled;

(b)if the bankruptcy order is annulled, on the date of that annulment;

(c)if the bankruptcy restrictions order is rescinded(6), on the date so ordered by the court;

(d)if the interim bankruptcy restrictions order is discharged by the court, on the date of that discharge; or

(e)if the bankruptcy restrictions undertaking is annulled, on the date of that annulment.

(10) Where a person is disqualified from being a member by reason of having made a composition or arrangement, including an individual voluntary arrangement, and then pays the debts in full, the disqualification ceases on the date on which the payment is completed and in any other case it ceases on the expiration of three years from the date on which the terms of the deed of composition, arrangement or individual voluntary arrangement are fulfilled.

(11) Subject to sub-paragraph (12) a person may not be a member if—

(a)within the previous five years, or since the appointment, that person has been convicted whether in the United Kingdom or elsewhere of any offence and has received a sentence of imprisonment (whether suspended or not) for a period of three months or more without the option of a fine;

(b)within the previous 20 years, that person has been convicted as set out in paragraph (a) and has received a sentence of imprisonment for a period of more than two and a half years; or

(c)that person has at any time been convicted as set out in paragraph (a) and has received a sentence of imprisonment of five years or more.

(12) For the purpose of sub-paragraph (11) any conviction by or before a court outside the United Kingdom of an offence in respect of conduct which, if it had taken place in any part of the United Kingdom, would not have constituted an offence under the law in force in that part of the United Kingdom must be disregarded.

(13) Upon a member becoming disqualified from being a member by virtue of sub-paragraphs (8) to (11), that member must immediately give written notice of that fact to the Clerk.

Term of office

8.—(1) A member holds and vacates office in accordance with the terms of the appointment but the length of the term of office must not exceed four years.

(2) A member retiring at the end of the term of office is eligible for reappointment, subject to any rules made under article 20 of the Articles of Government concerning the number of terms of office which a person may serve, and paragraph 4 applies to the reappointment of a member as it applies to the appointment of a member’s successor.

Termination of membership

9.—(1) A member may resign from office at any time by giving written notice to the Clerk.

(2) The Corporation may by written notice remove any member from office, if at any time the Corporation is satisfied that any member—

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

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

(3) A person who is a member by virtue of being a member of the staff of the institution (including the Principal) ceases to hold office upon ceasing to be a member of the staff of the institution.

(4) A person who is a member by virtue of being a student of the institution ceases to hold office—

(a)at the end of the student’s final academic year or at such other time in the year after ceasing to be a student as the Corporation may decide; or

(b)if expelled from the institution.

Members not to hold interests in matters relating to the institution

10.—(1) Except with the prior approval in writing of the Welsh Ministers, no member may take or hold any interest in any property held or used for the purpose of the institution.

(2) A member to whom sub-paragraph (3) applies must—

(a)disclose to the Corporation or any committee of the Corporation the nature and extent of the interest;

(b)if present at a meeting of the Corporation or any committee of the Corporation at which such supply, contract or other matter as is mentioned in sub-paragraph (3) is considered, not take part in the consideration or vote on any question with respect to it and not be counted in the quorum present at the meeting in relation to a resolution on which that member is not entitled to vote; and

(c)withdraw, if present at a meeting of the Corporation, or any committee of the Corporation, at which such supply, contract or other matter as is mentioned in sub-paragraph (3) is considered, where required to do so by a majority of the members of the Corporation present at the meeting of the Corporation or by a majority of the committee members present at the committee meeting, as the case may be.

(3) This paragraph applies to a member who—

(a)has any financial interest in—

(i)the supply of work to the institution, or the supply of goods for the purposes of the institution;

(ii)any contract or proposed contract concerning the institution; or

(iii)any other matter relating to the institution, or

(b)has any other interest of a type specified by the Corporation in any matter relating to the institution.

(4) Where the matter under consideration by the Corporation or any of its committees relates to the pay and conditions of all staff, or all staff in a particular class, a staff member—

(a)need not disclose a financial interest; and

(b)may take part in the consideration of the matter, vote on any question with respect to it and count towards the quorum present at that meeting, provided that in so doing, the staff member acts in the best interests of the Corporation as a whole and does not seek to represent the interests of any other person or body; but

(c)must withdraw from the meeting if the matter is under negotiation with staff and the staff member is representing any of the staff concerned in those negotiations.

(5) The Clerk must maintain a register of interests of members of the Corporation which are disclosed and must make that register available during normal office hours at the institution to any person wishing to inspect it.

(6) This paragraph does 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 offices or the Corporation obtaining such insurance and paying the premiums.

Meetings of the Corporation

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

(2) The first meeting of the Corporation must be called by any four members who must, at least five working days before the date of the meeting, send a written notice and a copy of the proposed agenda to the other members.

(3) Subject to sub-paragraphs (2), (4) and (5), all meetings of the Corporation must be called by the Clerk, who must, at least five working days before the date of the meeting, send a written notice and a copy of the proposed agenda to the members.

(4) If it is proposed to consider at any meeting of the Corporation the remuneration, conditions of service, conduct, suspension, dismissal or retirement of the Clerk, the Chair must, at least five working days before the date of the meeting, send a copy of the agenda item concerned together with any relevant documents to the members.

(5) A special meeting of the Corporation may be called at any time by the Chair or at the written request of any five members. Where the Chair or, in the absence of the Chair, the Vice Chair so directs on the ground that there are matters demanding urgent consideration, the notice convening the meeting and the proposed agenda may be given within less than five working days.

(6) Every member must act in the best interests of the Corporation and accordingly may not be bound in speaking and voting by mandates given by any other body or person.

Quorum

12.—(1) Until the first determination of the number of members under paragraph 3, meetings of the Corporation are quorate if seven members are present.

(2) Subsequent meetings of the Corporation are quorate if the number of members present is at least 40% of the aggregate of the total number of members determined in accordance with paragraph 3(1) and any Welsh Ministers Appointed Members.

(3) If the number of members present for a meeting of the Corporation does not constitute a quorum, the meeting must not be held. If during a meeting of the Corporation there ceases to be a quorum, the meeting must be terminated immediately.

(4) In circumstances where a meeting of the Corporation cannot be held or cannot continue, due to a lack of quorum, the Chair may call a special meeting as soon as is reasonably practicable.

Proceedings of meetings

13.—(1) Every question to be decided at a meeting of the Corporation must be determined by a simple majority of the votes of the members present and voting on the question. Where there is an equal division of votes, the chairperson of the meeting has the 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 of the Corporation unless consideration of the rescission or variation is a specific item of business on the agenda for that meeting.

(4) A Principal who has chosen not to be a member may attend and speak at all meetings of the Corporation or any committee of the Corporation, except that the Principal must withdraw in any case where this would be required under sub-paragraph (5) if the Principal were attending as a member.

(5) A member who is a member of the staff of the institution (including the Principal), must withdraw—

(a)from that part of any meeting of the Corporation, or any committee meeting, at which staff matters relating solely to that member of staff (as distinct from staff matters relating to all members of staff, or all members of staff in a particular class) are considered;

(b)from that part of any meeting of the Corporation or any committee meeting at which that member’s reappointment, or the appointment of that member’s successor, is considered;

(c)from that part of any meeting of the Corporation or of any committee of the Corporation during which staff matters relating to any member of staff holding a post senior to that member’s are considered, if so required by a majority of the other members present at the meeting of the Corporation or by a majority of the other committee members present at the committee meeting, as the case may be; and

(d)from that part of any meeting of the Corporation or of any committee of the Corporation during which negotiations covering the pay or conditions of (any or all) members of staff are considered, if so required by a majority of the other members present at the meeting of the Corporation or by a majority of the other committee members present at the committee meeting, as the case may be.

(6) A student member who is under the age of 18 may not vote at a meeting of the Corporation or of any committee of the Corporation, 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 representations and appeals by students in disciplinary cases, a student member must withdraw from that part of any meeting of the Corporation or committee at which the conduct, suspension or expulsion of any student is considered.

(8) In any meeting of the Corporation or any committee of the Corporation where staff matters relating to a member or prospective member of the staff of the institution are discussed, a student member must—

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

(b)withdraw from the meeting of the Corporation or from the meeting of the committee of the Corporation, where required to do so by a majority of the members present other than student members or by a majority of the committee members present other than those that are student members, as the case may be.

(9) The Clerk—

(a)must withdraw from that part of any meeting of the Corporation or any committee of the Corporation at which the Clerk’s remuneration, conditions of service, conduct, suspension, dismissal or retirement, in the capacity as Clerk, are considered; and

(b)where the Clerk is a member of staff of the institution, must withdraw in any case where a member would be required to withdraw under sub-paragraph (5) if attending as a member of staff.

(10) If the Clerk withdraws from a meeting or part of a meeting under sub-paragraph (9), the Corporation or committee of the Corporation, as the case may be, must appoint a person (other than the Principal) to serve as a temporary Clerk in accordance with paragraph 6(3).

Minutes

14.—(1) Subject to sub-paragraph (2), at every meeting of the Corporation and of any committee of the Corporation, the minutes of the last meeting must be taken as an agenda item and, if agreed to be accurate, those minutes must be signed as a true record by the chair of the meeting.

(2) Sub-paragraph (1) does not require the minutes of the last meeting to be taken as an agenda item of a special meeting called under paragraph 11(5) but where they are not taken as an agenda item of such a meeting, they must be taken as an agenda item at the next meeting which is not called under paragraph 11(5).

(3) Separate minutes must be taken of those parts of meetings from which the Clerk, Principal or staff or student members have withdrawn in accordance with sub-paragraphs (5) to (9) of paragraph 13 and such persons are not entitled to see the minute of that part of the meeting or any papers relating to it.

Public access to meetings of the Corporation

15.—(1) Subject to paragraph 13, the following are entitled to attend meetings of the Corporation—

(a)a member;

(b)the Clerk; and

(c)up to two persons observing on behalf of the Welsh Ministers.

(2) Any question as to whether any other person should be allowed to attend a meeting of the Corporation must be determined by the Corporation.

Publication of minutes and papers

16.—(1) Subject to sub-paragraph (2), the Corporation must make available, as soon as reasonably practicable, during normal office hours at the institution to any person wishing to inspect them, a copy of the following documents—

(a)the agenda for every meeting of the Corporation and any of its committees;

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

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

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

(2) There must be excluded from any item required made available, 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;

(c)the Clerk; and

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

(3) Items excluded under sub-paragraph (2)(d) must be regularly reviewed by the Corporation. If an item ceases to be confidential the Corporation must, as soon as reasonably practicable, make a copy of that item available during normal office hours at the institution to any person wishing to inspect it.

Allowances to members

17.  The Corporation may pay to its members such travelling, subsistence or other allowances as it decides, but must not pay allowances which remunerate members for their services as members.

Copies of Instrument of Government

18.  The Corporation must give a copy of this Instrument to every member and make a copy available for inspection by any person upon request during normal office hours at the institution.

Change of name

19.  The Corporation may change its name with the approval of the Welsh Ministers.

Application of seal

20.  The application of the seal of the Corporation is authenticated by:

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

(b)the signature of any other member.

Regulation 3

SCHEDULE 2ARTICLES OF GOVERNMENT

  1. 1.Interpretation

  2. 2.Conduct of the institution

  3. 3.Responsibilities of Corporation, Principal and Clerk

  4. 4.Academic Board

  5. 5.Committees

  6. 6.Delegations

  7. 7.Committee to determine the dismissal of senior post holders

  8. 8.The Search Committee

  9. 9.The Audit Committee

  10. 10.Appointment and promotion of staff

  11. 11.Conduct of staff

  12. 12.Academic freedom

  13. 13.Grievance, suspension and disciplinary procedures

  14. 14.Suspension and dismissal of the Clerk

  15. 15.Students

  16. 16.Financial matters

  17. 17.Co-operation with the Welsh Ministers' auditor

  18. 18.Internal audit

  19. 19.Accounts and audit of accounts

  20. 20.Rules and bye-laws

  21. 21.Copies of Articles of Government, rules and bye-laws

Interpretation

1.  In these Articles of Government—

  • “the Academic Board” (“y Bwrdd Academaidd”) means a body constituted in accordance with article 4;

  • “these Articles” (“yr Erthyglau hyn”) means these Articles of Government;

  • “the operative date” (“y dyddiad gweithredu”) is 1 August 2011, being the date from which the Corporation is to conduct the institution(7);

  • “senior post” (“swydd uwch”) means the posts of Principal and such other posts as the Corporation may decide for the purposes of these Articles;

  • “the staff” (“y staff”) means all staff who have a contract of employment with the institution, including academic staff;

  • “Students' Union” (“Undeb y Myfyrwyr”) means any association of the generality of students formed to further the educational purposes of the institution and the interests of students as students; and

the defined words and expressions in the Instrument of Government have the same meaning.

Conduct of the institution

2.  The institution must be conducted in accordance with the provisions of the Instrument of Government, these Articles, any rules or bye laws made under these Articles and any trust deed regulating the institution.

Responsibilities of the Corporation, Principal and the Clerk

3.—(1) The Corporation is responsible for—

(a)the determination of the educational character and mission of the institution and oversight of its activities;

(b)the effective and efficient use of resources, the solvency of the institution and the Corporation and safeguarding their assets;

(c)approving annual estimates of income and expenditure;

(d)the appointment, grading, appraisal, suspension and determination of the pay and conditions of service of the holders of senior posts and the Clerk (including where the Clerk is, or is to be appointed as a member of staff, the Clerk’s appointment, grading, suspension and determination of pay in the capacity as a member of staff);

(e)the dismissal of the holders of senior posts and the Clerk (including where the Clerk is, or is to be appointed as, a member of staff, the Clerk’s dismissal in the capacity as a member of staff);

(f)setting a framework for the pay and conditions of service of all other staff; and

(g)if there is no Academic Board, ensuring that arrangements are in place for advising the Principal on—

(i)the standards, planning, co-ordination, development and oversight of the academic work of the institution;

(ii)arrangements for the admission, assessment and examination of students; and

(iii)the procedures for the expulsion of students for academic reasons.

(2) The Principal is responsible for—

(a)making proposals to the Corporation about the educational character and mission of the institution, and implementing the decisions of the Corporation;

(b)the organisation, direction and management of the institution and leadership of the staff;

(c)the appointment, assignment, grading, appraisal, suspension, and determination, within the framework set by the Corporation, of the pay and conditions of service, of staff other than the holders of senior posts or the Clerk;

(d)the dismissal of staff other than the holders of senior posts or the Clerk;

(e)the determination, after consultation with the Academic Board (if any), or if there is no Academic Board, after consultation with the Corporation, of the institution’s academic activities, and the determination of its other activities;

(f)preparing annual estimates of income and expenditure, for consideration and approval by the Corporation;

(g)the management of budget and resources, within the estimates approved by the Corporation;

(h)maintaining student discipline, including suspending or expelling students on disciplinary grounds; and

(i)expelling students for academic reasons.

(3) The Clerk is responsible for advising the Corporation with regard to—

(a)the operation of its powers;

(b)procedural matters;

(c)the conduct of its business; and

(d)matters of governance practice.

Academic Board

4.—(1) The Corporation may establish an Academic Board.

(2) Paragraphs (3) to (10) apply if the Corporation has established an Academic Board.

(3) The Academic Board must consist of—

(a)the Principal, who must be chair of the Academic Board;

(b)other members of staff or students, subject to the limits determined by the Corporation under paragraph (4).

(4) The Corporation must determine the minimum and maximum number of staff and students of which the Academic Board must consist.

(5) The Principal may nominate one member of the Academic Board to be chair of the Academic Board whenever the Principal is unable to attend an Academic Board meeting.

(6) The Academic Board is responsible for ensuring that arrangements are in place for advising the Principal on—

(a)the standards, planning, co-ordination, development and oversight of the academic work of the institution;

(b)arrangements for the admission, assessment and examination of students; and

(c)procedures for the expulsion of students for an unsatisfactory standard of work or other academic reasons.

(7) The Academic Board must consult with representatives of the students and with the Corporation, before advising the Principal in accordance with paragraph (6)(c).

(8) The Academic Board may, with the prior written approval of the Principal, establish such committees as it considers necessary for the purpose of enabling it to carry out its responsibilities, as described in paragraph (6).

(9) The members of any committee established under paragraph (8) may include persons who are not members of the Academic Board.

(10) The Academic Board must obtain the prior written approval of the Corporation to—

(a)the period of appointment of members of the Academic Board;

(b)the arrangements for the selection or election of members of the Academic Board; and

(c)the number of members of any committee established under paragraph (8) and the terms on which they hold and vacate office.

Committees

5.—(1) The Corporation may establish a committee of the Corporation for any purpose, other than to carry out functions assigned in these Articles to the Principal or (if the Corporation has established an Academic Board) to the Academic Board.

(2) The Corporation must decide the number of members of any committee established under this article, and the terms on which they hold and vacate office.

(3) Any committee established by the Corporation under this article may include persons who are not members of the Corporation.

(4) The Corporation must make available for inspection by any person during normal office hours at the institution a written statement of its policy regarding attendance at committee meetings by persons who are not committee members.

Delegations

6.—(1) Subject to paragraph (2), the Corporation may delegate powers to—

(a)any committee established under article 5;

(b)the Chair or, in the Chair’s absence, the Vice-Chair; or

(c)the Principal.

(2) The Corporation must not delegate the following—

(a)the determination of the educational character and mission of the institution;

(b)the approval of the annual estimates of income and expenditure;

(c)the responsibility for ensuring the solvency of the institution and the Corporation and the safeguarding of their assets;

(d)the appointment of a person to a senior post;

(e)the appointment of the Clerk, including where the Clerk is, or is to be appointed as a member of staff the Clerk’s appointment in the capacity of a member of staff; or

(f)the making of new articles of government in place of these Articles or the modification of these Articles under section 22(4) of the Further and Higher Education Act 1992(8).

(3) The Principal may, with the prior written approval of the Corporation, delegate to other members of staff any of the Principal’s functions, other than the management of budget.

(4) The Academic Board may delegate powers to any committee established under article 4(8).

Committee to determine the dismissal of senior post holders

7.—(1) The Corporation may establish a committee to determine—

(a)the case for dismissal of the Clerk or the holder of a senior post;

(b)an appeal in connection with the dismissal of Clerk or the holder of a senior post.

(2) The Corporation must make rules specifying the way in which a committee having functions under paragraph (1) must be established and conducted.

(3) The rules made under paragraph (2) must include the requirement that any committee established under this article must consist solely of members of the Corporation.

The Search Committee

8.—(1) The Corporation must establish a committee, to be known as the Search Committee, to advise on—

(a)the appointment of the business, community and local authority members;

(b)the co-option of the co-opted members of the Corporation; and

(c)other matters relating to membership and appointments that the Corporation asks the Search Committee to consider.

(2) The Search Committee may include people who are not members of the Corporation.

(3) The Corporation must consider the advice of the Search Committee before—

(a)appointing any person as a business, community or local authority member; or

(b)co-opting any person as a member.

(4) The Corporation may—

(a)determine the Search Committee’s remit; and

(b) make rules specifying the procedures for the conduct of the Search Committee.

(5) The Corporation must make available a copy of any such remit and rules, for inspection by any person during normal office hours at the institution.

The Audit Committee

9.—(1) The Corporation must establish a committee, to be known as the Audit Committee, to advise on matters relating to the Corporation’s audit arrangements and systems of internal control.

(2) The Audit Committee must consist of at least three persons.

(3) The Audit Committee may include people who are not members.

(4) Senior post holders may not be members of the Audit Committee.

(5) The Audit Committee may include members of the staff of the Corporation other than those in senior posts.

(6) The Audit Committee must operate in accordance with any requirements of the Welsh Ministers.

Appointment and promotion of staff

10.—(1) Where there is a vacancy or expected vacancy in a senior post, the Corporation must—

(a)advertise the vacancy in such publications circulating throughout the United Kingdom as it considers appropriate; and

(b)appoint a selection panel consisting of—

(i)where the vacancy is for the post of Principal, at least five members of the Corporation including the Chair and/or the Vice-Chair; or

(ii)where the vacancy is for any other senior post, the Principal, and at least three other members of the Corporation.

(2) The members of the selection panel must—

(a)decide the arrangements for selecting applicants for interview;

(b)interview those applicants; and

(c)where they consider it appropriate to do so, recommend to the Corporation for appointment one of the applicants they have interviewed.

(3) If the Corporation approves the recommended applicant, it must appoint that person.

(4) If the members of the selection panel are unable to agree on a person to recommend to the Corporation, or if the Corporation does not approve their recommendation, the Corporation may require the panel to repeat the steps specified in paragraph (2), with or without first re advertising the vacancy.

(5) Where the steps set out in paragraphs (1) to (4) have been followed by any person or body prior to the date on which the Corporation is established(9), they are deemed to have been followed by the Corporation.

(6) Where, after the operative date, there is a vacancy in a senior post or where a senior post holder is temporarily absent, until that post is filled or the absent senior post holder returns, a member of staff—

(a)may be required to act as Principal or in the place of any other senior post holder; and

(b)has all the duties and responsibilities of the Principal or such other senior post holder, during the period of the vacancy or temporary absence.

Conduct of staff

11.  After consultation with the staff, the Corporation must make rules relating to the conduct of the staff.

Academic freedom

12.  In making rules under article 11, the Corporation must have regard to the need to ensure that academic staff of the institution have freedom within the law to question and test received wisdom, and to put forward new ideas and controversial or unpopular opinions, without placing themselves at risk of losing their jobs or any privileges which they may enjoy at the institution.

Grievance, suspension and disciplinary procedures

13.—(1) After consultation with staff, the Corporation must make rules setting out—

(a)grievance procedures for all staff;

(b)procedures for the suspension of all staff; and

(c)disciplinary and dismissal procedures for—

(i)senior post-holders, and

(ii)staff other than senior post holders.

(2) The rules made by the Corporation under paragraph (1) must comply with the provisions of article 7.

Suspension and dismissal of the Clerk

14.—(1) Where the Clerk is also a member of staff of the institution, the Clerk must be treated as a senior post holder for the purposes of article 13.

(2) Where the Clerk is suspended or dismissed as a member of staff in accordance with rules made under article 13, that suspension or dismissal does not affect the position of the Clerk in the separate role of Clerk to the Corporation.

Students

15.—(1) Any Students' Union must—

(a)conduct and manage its own affairs and funds in accordance with a constitution approved by the Corporation;

(b)secure the Corporation’s prior written approval to any amendment to or rescission of that constitution; and

(c)present audited accounts annually to the Corporation.

(2) The Corporation must, after consultation with the Academic Board (if any) and representatives of the students, make rules concerning the conduct of students, including procedures for suspension and expulsion on disciplinary grounds.

(3) If there is no Academic Board, the Corporation must, after consultation with representatives of the students, advise the Principal on procedures for the expulsion of a student for an unsatisfactory standard of work or other academic reason.

Financial matters

16.  The Corporation must set the policy by which the tuition and other fees payable to the Corporation are determined (subject to any terms and conditions attached to grants, loans or other payments made by the Welsh Ministers).

Co–operation with the Welsh Ministers' auditor

17.  The Corporation must co-operate with any person authorised by the Welsh Ministers to audit any returns of numbers of students or claims for financial assistance, including giving any such person access to any documents or records held by the Corporation, including records stored on computers.

Internal audit

18.—(1) The Corporation must, whenever it considers appropriate, examine and evaluate (or, subject to paragraph (2), arrange for the examination and evaluation on its behalf of) its systems of internal financial control to ensure that they contribute to the proper, economic, efficient and effective use of the Corporation’s resources.

(2) The Corporation must not appoint any persons (“internal auditors”) to carry out the activities referred to in paragraph (1) on its behalf if such persons are appointed as external auditors under article 19(3).

Accounts and audit of accounts

19.—(1) The Corporation must—

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

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

(2) The statement must—

(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 and inflows and outflows of cash in the financial year; and

(b)comply with any directions given by the Welsh Ministers as to the information which must be contained in it, the manner in which the information must be presented, the methods and principles according to which it must be prepared and the time and manner of publication.

(3) The accounts (including any statement prepared under this article) must be audited by persons (“external auditors”) appointed by the Corporation in respect of each financial year.

(4) Such external auditors must be appointed and other audit work conducted, in accordance with any requirements of the Welsh Ministers.

(5) The Corporation must not appoint persons as external auditors under paragraph (3) in respect of any financial year if those persons are also appointed as internal auditors under article 18.

(6) “Financial year” (“blwyddyn ariannol”) means the first financial year and (except as provided for in paragraph (8)), each successive period of 12 months.

(7) “The first financial year” (“y flwyddyn ariannol gyntaf”) means the period commencing with the date on which the Corporation is established and ending either on the second 31 July following that date or ending with some other date determined by the Corporation with the approval of the Welsh Ministers.

(8) If the Corporation is dissolved—

(a)the last financial year ends on the date of dissolution of the Corporation; and

(b)the Corporation may decide, with the approval of the Welsh Ministers, that what would otherwise have been the last two financial years are treated as a single financial year for the purpose of this article.

Rules and bye laws

20.  The Corporation may make rules and bye laws concerning any matters with regard to the government and conduct of the institution. Such rules and bye laws are subject to the provisions of the Instrument of Government and these Articles.

Copies of Articles of Government, rules and bye laws

21.  The Corporation must give a copy of these Articles, and of any rules and bye laws, to every member and must make them available for inspection by any person upon request during normal office hours at the institution.

(2)

2000 c. 21; section 39 was amended by section 47 of and paragraphs 1-3 of the Schedule to the Learning and Skills (Wales) Measure 2009 (nawm 1).

(3)

1992 c. 13; section 28 was amended by sections 112, 143(1) and 153 and Schedule 11 to the Learning and Skills Act 2000 (c. 21), section 140(1) and paragraph 38 of Schedule 30 to the School Standards and Framework Act 1998 (c. 31) and section 582(1) and paragraph 109 of Schedule 37 to the Education Act 1996 (c. 56) and paragraphs 5(1) and (2) of Schedule 2 to the Local Education Authorities and Children’s Services Authorities (Integration of Functions) Order 2010 (S.I. 2010/1158).

(4)

At the time of the making of these Regulations, the legislative provisions dealing with a person being adjudged bankrupt are section 264 of the Insolvency Act 1986 (c. 45) as amended by section 170(2) of and Schedule 16 to the Criminal Justice Act 1988 (c. 33), but at the time of making these Regulations those provisions had not yet been commenced and by regulations 3 and 13 of the Insolvency Act 1986 (Amendment) (No. 2) Regulations 2002 (S.I. 2002/1240).

(5)

At the time of the making of these Regulations, the legislative provisions explaining the meaning of interim bankruptcy restrictions orders and bankruptcy restrictions undertaking are section 281A and Schedule 4A to the Insolvency Act 1986.

(6)

This would, at the time of the making of these Regulations be as a result of an application under section 375 of the Insolvency Act 1986. Section 375 was amended by section 106 of, and Schedule 15 to, the Access to Justice Act 1999 (c. 22).

(7)

Appointed by the Cardiff and Vale College (Incorporation) Order 2011 (S.I. 2011/659 (W.97)).

(9)

The date of establishment is 8 April 2011. See article 2 of the Cardiff and Vale College (Incorporation) Order 2011 (S.I. 2011/659 (W.97)).

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