Pow of Inchaffray Drainage Commission (Scotland) Act 2019

SCHEDULE 3 MEETINGS OF THE COMMISSION

(introduced by section 6)

Meetings

1 The Commission must hold at least two general business meetings in any calendar year, and may hold additional meetings as required.

2 A Commissioner may authorise another person to attend a meeting and vote on behalf of the Commissioner, having given prior notification to the Clerk.

3 (1) The Clerk must give each Commissioner prior notice of each meeting stating the place, date, time and agenda.

(2) In the case of a general business meeting, notice under sub-paragraph (1) must be given not less than 20 days before the meeting.

4 The quorum of a meeting of the Commission is five Commissioners. For this purpose, “Commissioner” includes a person authorised under paragraph 2.

5 A decision of the Commission must be made by a resolution passed unanimously by, or by a majority of, the Commissioners attending the meeting. If votes on any resolution are equal, the Commissioner chairing the meeting is to decide whether or not the resolution is passed.

Conflicts of interest

6 (1) A Commissioner must avoid a situation in which the Commissioner has, or may have, a direct or indirect interest that conflicts, or may conflict, with the interests of the Commission.

(2) Sub-paragraph (1) applies in particular to the exploitation of any property, information or opportunity (and it is immaterial whether the Commission could take advantage of the property, information or opportunity).

(3) The duty under sub-paragraph (1) is not infringed—

(a) if the situation cannot reasonably be regarded as likely to give rise to a conflict of interest, or

(b) if the matter giving rise to a situation under sub-paragraph (1) has been authorised by the Commission.

(4) Authorisation by the Commission is effective only if—

(a) any requirement as to the quorum at the meeting at which the matter is considered is met without counting the Commissioner in question, and

(b) the matter was agreed to without the Commissioner voting or would have been agreed to if the Commissioner’s vote had not been counted.

7 (1) A Commissioner must not accept a benefit from a third party conferred by reason of the Commissioner—

(a) being a Commissioner, or

(b) doing (or not doing) anything as Commissioner.

(2) A “third party” means a person other than the Commission or a person acting on behalf of the Commission.

(3) Benefits received by a Commissioner from a person by whom the Commissioner’s services (as a Commissioner or otherwise) are provided to the Commission are not regarded as conferred by a third party.

(4) The duty under sub-paragraph (1) is not infringed if the acceptance of the benefit cannot reasonably be regarded as likely to give rise to a conflict of interest.

8 (1) If a Commissioner is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the Commission, the Commissioner must declare the nature and extent of that interest to the other Commissioners.

(2) The declaration may (but need not) be made—

(a) at a meeting of the Commission, or

(b) by notice to the Commission.

(3) If a declaration of interest under this paragraph proves to be, or becomes, inaccurate or incomplete, a further declaration must be made.

(4) Any declaration required by this paragraph must be made before the Commission enters into the transaction or arrangement.

(5) This paragraph does not require a declaration of an interest of which the Commissioner is not aware. For this purpose, a Commissioner is treated as being aware of matters of which the Commissioner ought reasonably to be aware.

(6) A Commissioner need not declare an interest under sub-paragraph (1) if it cannot reasonably be regarded as likely to give rise to a conflict of interest.

Records of resolutions

9 The Clerk must prepare a record of the resolutions passed at each meeting of the Commission or at a committee of the Commission and must provide a copy of the record to a heritor if requested.