Harris Tweed Act 1993

Section 3 (2).

SCHEDULE CONSTITUTION AND PROCEEDINGS, ETC., OF THE AUTHORITY

Incorporation

1 The Authority shall be a body corporate and shall be entitled but not bound to have a common seal.

Status

2 The Authority shall be a public body for the purposes of the Prevention of Corruption Acts 1889 to 1916.

Membership

3 (1) Subject to the provisions of this paragraph the members of the Authority shall be—

(a) not less than five nor more than eight persons appointed under this sub-paragraph by the sheriff principal, after such consultations as he may consider to be appropriate, from persons who appear to him to have knowledge or experience relevant to the discharge of the functions of the Authority; and

(b) two members of the Council appointed under this sub-paragraph by the Council.

(2) Neither the sheriff principal nor the Council shall appoint a person under sub-paragraph (1) above whom he or it believes to be a person involved in the Harris Tweed industry or to have an interest (whether or not financial) likely to affect prejudicially his performance as a member of the Authority.

4 A person whom the sheriff principal or the Council is considering whether to appoint as a member of the Authority under paragraph 3 above shall if requested to do so by the sheriff principal or (as the case may be) by the Council, furnish the sheriff principal or the Council with such information as he or it may regard as necessary for the purposes of that consideration and unreasonable failure to furnish the sheriff principal or the Council with the information requested shall render the person ineligible for appointment.

5 Subject to the provisions of this paragraph and of paragraphs 6, 8 (3) and 9 below, each member of the Authority appointed by the sheriff principal under paragraph 3 (1) (a) above—

(a) shall hold office for such period and in accordance with such conditions as shall be specified in a notice of appointment issued by the sheriff principal to that member;

(b) may, by written notice to the sheriff principal, resign his membership; and

(c) shall be eligible for reappointment as a member of the Authority at the expiry of the period of his appointment.

6 The sheriff principal may remove from office any member appointed by him under paragraph 3 (1) (a) above if satisfied that—

(a) his estate has been sequestrated, or he has been adjudged bankrupt, or he has granted a trust deed for his creditors or entered into a composition contract, or he has made an arrangement with his creditors;

(b) he is incapacitated by physical or mental illness;

(c) he has been absent from three consecutive meetings of the Authority without the Authority’s permission;

(d) he has become ineligible for appointment on either of the grounds mentioned in paragraph 3 (2) above; or

(e) he is otherwise unable or unfit to discharge his functions as a member or is unsuitable to continue as a member.

7 Each member of the Authority appointed by the Council under paragraph 3 (1) (b) above—

(a) shall cease to hold office when he retires at the end of his term of office as a councillor under the provisions of section 4 (3) of the [1973 c. 65.] Local Government (Scotland) Act 1973 or otherwise ceases to be a councillor unless, in the case of a councillor retiring on the day of the ordinary election of councillors, he is re-elected as a councillor at that election;

(b) may, by written notice to the Council, resign his membership of the Authority; and

(c) shall cease to hold office if at any time the Council chooses under paragraph 3 (1) (b) above to appoint another of its members to be a member of the Authority in his stead.

Chairman and Vice Chairmen

8 (1) The members of the Authority shall elect from among their number a chairman and a vice chairman or vice chairmen who, subject to the provisions of sub-paragraph (3) below, shall hold office for such period or periods as the Authority shall determine when they are elected.

(2) Upon the expiration of his term of office every chairman and vice chairman of the Authority shall, subject to the provisions of sub-paragraph (3) below, be eligible for re-election.

(3) A member who holds the office of chairman or vice chairman may resign from it by written notice to the Authority and shall cease to hold such office upon his ceasing for any reason to be a member of the Authority.

Remuneration and expenses

9 No member of the Authority, whether or not he also holds office as chairman or vice chairman, shall receive remuneration for acting as such, but any expenses reasonably incurred by a member in so acting (including any expenses reasonably incurred by a chairman or vice chairman in acting in that capacity) shall be met by the Authority.

Staff

10 The Authority may appoint its first chief executive, and make subsequent appointments to that office, on such terms as it may determine.

11 (1) The Authority may appoint, on such terms as it may determine, such other employees (including, if it so desires, a secretary) as it thinks fit.

(2) The Authority may make such arrangements for the provision of pensions, allowances or gratuities for any one or more of its employees (including the chief executive) as it may determine; and such arrangements may include the establishment and administration, by the Authority or otherwise, of one or more pension schemes.

(3) The reference in sub-paragraph (2) above to the provision of pensions, allowances or gratuities includes a reference to their provision by way of compensation for loss of office or employment or loss or diminution of emoluments.

Proceedings

12 The quorum for meetings of the Authority shall be such number not being less than three as the Authority may determine.

13 If at any meeting the votes are equally divided on any question, the person acting as chairman of the meeting shall have a second or casting vote.

14 Minutes shall be kept of each meeting of the Authority and shall, if signed by any person purporting to have acted as chairman of the meeting, or of a subsequent meeting at which they were read or to which they were presented, be evidence of the proceedings at the first mentioned meeting; and a meeting to which any such minutes relate shall, unless the contrary is shown, be taken to have been regularly convened and constituted.

15 (1) A member of the Authority who is directly or indirectly interested in—

(a) a contract made or proposed to be made by it; or

(b) any other matter which falls to be considered by it,

shall as soon as is practicable disclose the nature of his interest at a meeting of the Authority; and the disclosure shall be recorded in the minutes of the meeting.

(2) In a case falling within head (a) in sub-paragraph (1) above, the member shall not take part in any deliberation or decision of the Authority with respect to the contract; and in a case within head (b) the member shall not take part in any deliberation or decision of the Authority with respect to the matter if the Authority decides that the interest in question might prejudicially affect his consideration of it.

(3) For the purposes of this paragraph, a notice to the effect that a person—

(a) is a member of a specified body corporate or firm, or is in the employment of a specified body corporate, firm or individual; and

(b) is to be regarded as interested in any contract made with that body, firm or individual after the date of the notice, and in any other matter concerning that body, firm or individual which falls to be considered after that date,

shall, if given at a meeting of the Authority, be a sufficient disclosure of his interest.

(4) For the purposes of sub-paragraph (1) above a member shall be treated as disclosing an interest at a meeting, and for those of sub-paragraph (3) above shall be treated as giving notice at a meeting, if, although he himself does not attend the meeting, he takes reasonable steps to ensure that the disclosure is made, or the notice given, at the meeting.

16 The validity of any proceedings of the Authority shall not be affected by any vacancy among its members, by any defect in the appointment of a member or by any failure to comply with any requirement of paragraph 15 above.

17 Subject to paragraphs 12 to 15 above, the Authority may make such arrangements for its meetings, and generally may regulate its own procedure, as it thinks fit.

18 The Authority may appoint committees of its members and may determine the quorum and procedure of any such committees.

Execution of documents, etc.

19 (1) This paragraph has effect in relation to the execution of any document by the Authority under the law of Scotland.

(2) For any purpose other than those mentioned in sub-paragraph (3) below, a document is validly executed by the Authority if it is signed on behalf of the Authority by a member or by the chief executive or by a person authorised to sign the document on its behalf.

(3) For the purposes of any enactment or rule of law relating to the authentication of documents under the law of Scotland, a document is validly executed by the Authority if it is subscribed on behalf of the Authority by two of its members, or by one of its members and the chief executive, notwithstanding that such subscription is not attested by witnesses and the document is not sealed with the Authority’s common seal (if it has a common seal).

(4) A document which bears to be executed by the Authority in accordance with sub-paragraph (3) above is, in relation to such execution, a probative document.

(5) Sub-paragraphs (2) and (3) above are without prejudice to any other method of execution of documents available to the Authority under any other enactment or rule of law.

20 (1) Under the law of England and Wales a contract may be made—

(a) by the Authority, if it has a common seal, by writing under that seal; or

(b) on behalf of the Authority, by any person acting under its authority, express or implied,

and any formalities required by law in the case of a contract made by an individual also apply, unless a contrary intention appears, to a contract made by or on behalf of the Authority.

(2) The remaining provisions of this paragraph have effect with respect to the execution of documents by the Authority under the law of England and Wales.

(3) A document is validly executed by the Authority if—

(a) the Authority has a common seal and that seal is affixed to the document; or

(b) whether or not the Authority has a common seal, the document is signed by two of its members, or by one of its members and the chief executive, and expressed (in whatever form of words) to be executed by the Authority.

(4) A document executed by the Authority which makes it clear on its face that it is intended by the person or persons making it to be a deed has effect, upon delivery, as a deed; and it shall be presumed, unless a contrary intention is proved, to be delivered upon its being so executed.

(5) In favour of a purchaser a document shall be deemed to have been duly executed by the Authority if (whether or not a seal purporting to be that of the Authority has been affixed to it) it purports to be signed by two members of the Authority, or by one member and the chief executive, and, where it makes it clear on its face that it is intended by the person or persons making it to be a deed, to have been delivered upon its being executed.

A “purchaser” means a purchaser in good faith for valuable consideration and includes a lessee, mortgagee or other person who for valuable consideration acquires an interest in property.