The Royal Conservatoire of Scotland Order of Council 2014

Proceedings of the Board S

17.—(1) Subject to the provisions of the Articles and this Order, the Board may regulate proceedings as it thinks fit.

(2) A Governor may, and the Secretary at the request of a Governor must, call a meeting of the Board.

(3) It is not necessary to give notice of a meeting to a Governor who is absent from the United Kingdom.

(4) Questions arising at a meeting will be decided by a majority of votes.

(5) In the case of an equality of votes, the Chair (or as the case may be, such person as has been nominated pursuant to article 5(4) or (5)) has a second or casting vote.

(6) The Governors may conduct proceedings by telephone and any reference to a meeting of the Board in the Articles and this Order includes any such proceedings conducted by telephone.

(7) Any proceedings must be minuted in accordance with the Articles.

(8) The quorum for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, is four.

(9) The continuing Governors or a sole continuing Governor may act notwithstanding any vacancies in their number, but, if the number of Governors is less than the number fixed as the quorum, the continuing Governors or Governor may act only for the purpose of filling vacancies or of calling a general meeting.

(10) As regards third parties dealing with the Company in good faith, all acts done by a meeting of the Board, or by a committee of the Board, or by a person acting as a Governor are, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Governor or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, as valid as if every such person had been duly appointed and was qualified and had continued to be a Governor and had been entitled to vote.

(11) A resolution in writing signed by all the Governors entitled to receive notice of a meeting of the Board or of a committee of the Board is as valid and effectual as if it had been passed at a meeting of the Board or (as the case may be) a committee of the Board duly convened and held and may consist of several documents in the like form each signed by one or more Governors.

(12) Subject to article 16, a Governor may not vote at a meeting of the Board or of a committee of the Board on any resolution concerning a matter in which that Governor has a Conflict other than where the Conflict arises only because one or more of the following sub-paragraphs applies—

(a) the resolution relates to the giving to that Governor of a guarantee, security or indemnity in respect of money lent to, or an obligation incurred by that Governor for the benefit of, the Company or any of its subsidiaries;

(b) the resolution relates to the giving to a third party of a guarantee, security or indemnity in respect of an obligation of the Company or any of its subsidiaries for which the Governor has assumed responsibility in whole or part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;

(c) the Conflict arises by virtue of that Governor subscribing or agreeing to subscribe for any shares, debentures or other securities of the Company or any of its subsidiaries, or by virtue of that Governor being, or intending to become, a participant in the underwriting or sub-underwriting of an offer of any such shares, debentures, or other securities by the Company or any of its subsidiaries for subscription, purchase or exchange; or

(d) the resolution relates in any way to a retirement benefits scheme which has been approved, or is conditional upon approval, by Her Majesty’s Revenue and Customs for taxation purposes.

(13) For the purposes of paragraph (12), a situation described in paragraph (14) relating to a person who is, for any purpose of the 2006 Act, connected with a Governor shall be treated as an interest of that Governor.

(14) The situation is where a person has, or could have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company.

(15) A Governor is not counted in the quorum present at a meeting in relation to a resolution on which that Governor is not entitled to vote.

(16) The Company may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of the Articles prohibiting a Governor from voting at a meeting of the Board or of a committee of the Board.

(17) Where proposals are under consideration concerning the appointment of two or more Governors to offices or employments with the Company or any body corporate in which the Company is interested the proposals may be divided and considered in relation to each Governor separately and (provided the Governor is not for another reason precluded from voting) each of the Governors concerned is entitled to vote and be counted in the quorum in respect of each resolution except that concerning the Governor’s own appointment.

(18) If a question arises at a meeting of the Board or of a committee of the Board as to the right of a Governor to vote, the question may, before the conclusion of the meeting, be referred to the [F1 chair] of the meeting and the [F2 chair’s] ruling in relation to any Governor other than the [F1 chair] is final and conclusive.

Textual Amendments

F1 Word in art. 17(18) substituted (28.2.2020) by The Royal Conservatoire of Scotland Amendment Order of Council 2020 (S.S.I. 2020/3), arts. 1(1), 2(11)(a)

F2 Word in art. 17(18) substituted (28.2.2020) by The Royal Conservatoire of Scotland Amendment Order of Council 2020 (S.S.I. 2020/3), arts. 1(1), 2(11)(b)

Commencement Information

I1 Art. 17 in force at 1.12.2014, see art. 1