SCHEDULES
SCHEDULE 2

INCIDENTAL PROVISIONS RELATING TO BOARD
Article 11

Appointment of chair and vice-chair of Board
1
There shall be a chair of the Board who shall be appointed by those of the members who are appointed under article 4(1)(a) or 8 above from among their number.
2
The first chair appointed under article 5(2) above shall, subject to paragraph 7 below and unless he resigns his office as chair or ceases to be a member, continue in office as chair until his initial term of office as a member has expired.
3
Subject to paragraph 7 below, every chair subsequently appointed under paragraph 1 above shall, unless he resigns his office as chair or ceases to be a member, hold office for a period of one year.
4
There shall be a vice-chair of the Board who shall be appointed by those of the members who are appointed under article 4(1)(a) or 8 above from among their number.
5
The first vice-chair appointed under article 5(3) above shall, subject to paragraph 7 below, and, unless he resigns his office as vice-chair or ceases to be a member, continue in office as vice-chair until his initial term of office as a member has expired.
6
Subject to paragraph 7 below, every vice-chair subsequently appointed under paragraph 4 above shall, unless he resigns his office as vice-chair or ceases to be a member, hold office for a period of one year.
7
If those of the members who are appointed under article 4(1)(a) or 8 above are satisfied that the chair or vice-chair should cease to hold his office as such, they may terminate his office as such and appoint another member to be the chair or vice-chair during the remainder of the term for which the former chair or vice-chair was appointed.
8
1
On a casual vacancy occurring in the office of chair or vice-chair of the Board, the vacancy shall be filled by those of the members who are appointed under article 4(1)(a) or 8 above at a meeting held as soon as practicable after the vacancy occurs.
2
A member appointed under this paragraph to fill a casual vacancy in the office of chair or vice-chair shall, unless he resigns that office or ceases to be a member, hold that office during the remainder of the term for which the chair or vice-chair whom he replaces was appointed.

Meetings of Board
9
1
The first meeting of the reconstituted Board shall be convened within one month after the new constitution date.
2
The Board shall meet at least six times in every year.

Convening meetings
10
1
Meetings of the Board shall be convened by the secretary.
2
Every meeting shall be convened by circular delivered to each member of the Board or sent by post to his residence or to his place of business five clear days at least before the day of the meeting:
Provided—
a
that the chair or in his absence the vice-chair may where he considers it necessary to do so authorise the convening of a meeting on shorter notice; and
b
that want of notice to any member of the Board shall not affect the validity of a meeting.

Minutes
11
1
Minutes of the proceedings of a meeting of the Board shall be drawn up by or on behalf of the secretary and shall be submitted to the meeting for approval as a record of the meeting and signed at the meeting by the person presiding thereat or shall be so submitted to the next ensuing ordinary meeting of the Board for like approval and signed by the person presiding at that next ensuing meeting and without prejudice to any of the other provisions of this Order any minute purporting to be so signed shall be received in evidence without further proof.
2
Subject to any standing orders of or other directions by the Board the provisions of sub-paragraph (1) above shall apply with respect to any committee [or sub-committee] of the Board in like manner as they apply with respect to the Board.
3
Until the contrary is proved a meeting of the Board or of any committee [or sub-committee] thereof in respect of the proceedings whereof a minute has been made and signed in manner above provided shall be deemed to have been duly convened and held and all the members present at the meeting shall be deemed to have been qualified and where the proceedings are proceedings of a committee [or sub-committee] the committee [or sub-committee (as the case may be)] shall be deemed to have been duly constituted and to have had power to deal with the matters referred to in the minutes.

Vacation of office by members
12
A member (other than the members referred to in article 4(1)(b) and (c)) may resign his office at any time by notice in writing given to the chair of the Board or, if that member is the chair, the vice-chair.

Reappointment of members
13
1
Subject to the provisions of this Schedule, a vacating member shall be eligible for reappointment as a member unless he has been disqualified from office under article 9 above.
2
A vacating appointed member shall not be eligible for reappointment as a member where, immediately before the date in question, he has held office for three consecutive terms unless he is the chair of the Board.
3
A chair of the Board who is an appointed member shall not be eligible for reappointment as a member where, immediately before the date in question, he has held office as a member for four consecutive terms.
4
For the purposes of this paragraph, “term” does not include:–
a
a term referred to in article 5(4)(a) or (b) above;
b
the remainder of a term during which the member was appointed to fill a casual vacancy under article 8 above; or
c
any term served by the member prior to the new constitution date.
5
In this paragraph “appointed member” means a member appointed under article 4(1)(a) above.

Reappointment of chair
14
1
A chair of the Board shall not be eligible for reappointment as the chair where, immediately before the date in question, he has served as chair for nine consecutive terms.
2
For the purposes of this paragraph, “term” does not include—
a
the remainder of a term during which the member was appointed to fill a casual vacancy in the office of chair under paragraph 8 above; or
b
any term served by the member as chair prior to the new constitution date.

Committees
15
1
Subject to subparagraph 2 below, the Board may, consistently with their duties and subject to such conditions as they think fit, delegate any of their functions to a committee of the Board and the chair and vice-chair of the Board shall be ex-officio members of any committee of the Board unless they or either of them expressly request to be excluded therefrom.
2
There shall be excluded from the delegation to any committee of the Board the following—
a
the functions set out in subparagraphs (a) to (f) of paragraph 9B of Schedule 2 to the Harbours Act 1964 ;
b
the appointment or dismissal of the general manager, secretary, treasurer, engineer, collector or harbour master of the Board;
c
the appointment or dismissal of a solicitor to the Board.

Proceedings of Board and committees
16
1
The acts and proceedings of the Board, or of any committee of the Board, shall not be invalidated by any vacancy in their number or by any defect in the appointment, or the qualification for appointment, of any person as a member, or as chair or vice-chair, of the Board or committee.
2
If the proceedings of a meeting of the Board or of a committee thereof are notwithstanding anything in this Order open to challenge on the ground that the meeting has not been duly convened such proceedings shall be validated by confirmation of the minutes of the meeting at a subsequent meeting duly convened by the Board or committee as the case may be.
17
The quorum required for a meeting of the Board shall be six.
18
1
If a member has any interest, direct or indirect—
a
in any contract or proposed contract to which the Board are or would be a party or is a director of a company or body with which the contract or proposed contract is made or proposed to be made; or
b
in any other matter with which the Board are concerned,
he shall declare that interest.
2
If a member is present at a meeting of the Board or of any committee of the Board at which a contract or other matter in which he has an interest is to be considered he shall—
a
as soon as is practicable after the commencement of that meeting disclose his interest;
b
not vote on any question with respect to that contract or matter; and
c
withdraw from the meeting during the consideration and decision on the matter unless members present require him not to do so.
3
This paragraph shall not apply to any interest—
a
which a member has in respect of the payment to the Board of harbour dues;
b
which arises in respect of the provision of harbour services or facilities affecting the trading community in general;
c
which a member has as an employee of a public utility undertaking or as a shareholder, not being a director of a company, unless he possesses more than five per cent of the issued share capital of that company; or
d
which the members present at the meeting by resolution declare to be too remote.
19
The person for the time being holding office as vice-chair shall have and may exercise in the absence or incapacity of the chair all the functions of the chair.
20
If at any meeting of the Board neither the chair nor the vice-chair are present the members present at the meeting shall choose one of their number to be the chair of the meeting.
21
1
Every question at a meeting of the Board or of a committee of the Board shall be decided by a majority vote of the members present and voting.
2
If at any meeting of the Board or of a committee of the Board there is an equality of votes on any question the chair of the meeting shall have a second or casting vote which he may exercise for or against the status quo.

Execution of deeds
22
1
A deed to which the Board are a party shall be held to be validly executed on behalf of the Board whether attested by witnesses or not if it is sealed with the common seal of the Board and subscribed on behalf of the Board by two members and the secretary.
2
Any notice, licence or other document given or issued by the Board shall, unless the contrary intention is expressed, be sufficiently authorised if signed by the Chief Executive of the Board or a duly authorised officer of the Board.

Remuneration of members
23
The Board may pay to the chair and other members such salary, allowances and expenses as the Board from time to time determine.

General
24
Subject to the provisions of this Schedule, the procedure and business of the Board and of any committee of the Board shall be regulated in such manner as the Board may from time to time determine.
Paragraph 9B was inserted by the Transport and Works Act 1992 (c. 42), section 63(1) and Schedule 3, paragraph 9.