The Edinburgh College of Art (Scotland) Order of Council 1995

Voting at meetings

35.—(1) At meetings of the Board of Governors all questions shall be determined by a majority of those present and voting or, where paragraph (3) applies, by a majority of those voting either in person or by proxy.

(2) The voting at a meeting shall be by a vote of hands, except where a motion of a secret ballot has been carried when two tellers shall be appointed by the Chairman.

(3) In respect of the following matters a Governor may vote either in person or by proxy appointed in accordance with the provisions of this article—

(a) the election of the Chairman;

(b) the appointment of the Principal; and

(c) any question where—

(i) the Board of Governors have at a previous meeting determined that because of the importance of the question proxy voting should be permitted; and

(ii) notice of the terms of the question and of the decision to allow proxy voting on it is delivered or posted to each Governor not less than seven days before the meeting.

(4) Only a Governor may be appointed to be a proxy.

(5) An instrument appointing a proxy shall be in writing executed by the appointer and shall be deposited with the Secretary before the commencement of the meeting at which the person named in such instrument proposes to vote, otherwise the person so named shall not be entitled to vote as a proxy.

(6) A vote given by proxy shall be valid notwithstanding revocation of the authority of the proxy, unless notice in writing of the revocation was received by the Secretary before the commencement of the meeting.

(7) Any instrument appointing a proxy shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which the Board of Governors may approve):—

• “The Edinburgh College of Art

• I, (name and address), a Governor of the above mentioned College, hereby appoint (name and address), a Governor of that College, or failing him (name and address), a Governor of that College, to vote for me and on my behalf at the meeting of the Board of Governors to be held on (date) and at any adjournment thereof upon any question in respect of which proxy voting is competent.

• (Add instructions as to voting if desired, specifying questions and how the proxy is to vote, or if he is to abstain from voting, upon them.)

• Unless otherwise instructed, the proxy may vote as he thinks fit, or abstain from voting.

• Signed on 19.”.