Articles of Association

A Private Company Limited by Guarantee and not having a share capital

First incorporated 7th July 1995

Registration No. 3079282

1. Definitions and rules of interpretation

1.1 In these Articles the following terms shall have the following meanings:

1.2 Words defined in these Articles shall have the same meaning in the Ordinances unless the context indicates otherwise.

1.3 In case of inconsistency the provisions of these Articles shall take precedence over those of the Ordinances.

1.4 The headings used in these Articles and the Ordinances are provided for reference only and are not intended to have legal effect.

2. The University and Model Articles

2.1 The name of the University is the University of Derby.

2.2 The registered office is in England.

2.3 The relevant model articles for a company limited by guarantee are hereby expressly excluded.

3. Liability of members

3.1 In the event of the University being wound up, the liability of each Member is limited to £1.00, this being the amount that each Member undertakes to contribute to the assets of the University. This applies while he or she is a Member and up to one year after he or she ceases to be a Member.

4. The Objects of the University

4.1 The University’s Objects are, for the public benefit:

4.1.1 to promote and advance education and training; and

4.1.2 to promote, undertake and advance research.

5. Academic Freedom

5.1 Academic Staff have freedom within the law to question and test received wisdom, and to put forward new ideas and controversial or unpopular opinions, without placing themselves in jeopardy of losing employment, status or privileges.

6. Powers

6.1 The University shall have powers to undertake all activities within the law in pursuit of the Objects. These powers shall include without limitation the powers set out in this Article 6.

6.2 In relation to teaching and research the power:

6.2.1 to provide programmes of higher and further education and training (including apprenticeships);

6.2.2 to provide facilities for learning and the assessment of student performance;

6.2.3 to make (and withdraw) academic awards (including without limitation diplomas, joint degrees, dual degrees, certificates, fellowships, honorary degrees, honorary fellowships, memberships and associateships in its own name and/or jointly with other education institutions) in recognition of learning achievement;

6.2.4 to promote or carry out research and disseminate knowledge;

6.2.5 within the law applicable to charities, to promote or support Students or Staff in promoting the practical or commercial application of the results of study or research; and

6.2.6 to institute and award scholarships, exhibitions, bursaries and prizes,

provided that all degrees and other academic distinctions shall be conferred, held and withdrawn subject to and in accordance with any provisions prescribed by Academic Regulations.   

6.3 In relation to other institutions the power:

6.3.1 to affiliate with other institutions, or branches or departments of other institutions;

6.3.2 to cooperate and collaborate with other institutions and individuals;

6.3.3 to merge with or transfer the assets and liabilities of the University to another institution with objects within, the same or similar to the Objects; and

6.3.4 to incorporate into the University or take over the property, rights, liabilities and staff of any other institution.

6.4 In relation to the provision of goods and services, within the limits applicable to a charity, the power:

6.4.1 to exploit for the University's benefit any asset, facility or resource of the University, including through the practical or commercial application of the results of study or research, whether alone or with someone else;

6.4.2 to sell books and other learning resources, intellectual property and other goods and services;

6.4.3 to print, reproduce and publish research and other works initiated by the University, or to provide for their printing, reproduction and publication; and

6.4.4 to provide, develop and procure the development of accommodation for the residence of Students and Staff.

6.5 In relation to Staff the power:

6.5.1 to recruit and provide professional training for Staff; and

6.5.2 through appropriate negotiations with the representative bodies, to ensure that the contracts of working for Staff are appropriate to achieve the Objects and at the same time accommodate the reasonable personal needs and welfare of Staff.  

6.6 In relation to the transaction of University business, where relevant within the limits applicable to a charity, the power: 

6.6.1 to enter into contracts;

6.6.2 to acquire, hold, own, maintain, manage, dispose of and deal with property;

6.6.3 to invest and delegate management of investments;

6.6.4 to make grants;

6.6.5 to give guarantees;

6.6.6 to borrow and raise funds;

6.6.7 to enter into any financial instrument ancillary or incidental to the exercise of the University's powers;

6.6.8 to give security for loans, grants and other obligations over the assets of the University;

6.6.9 to develop and enhance the University's estate;

6.6.10 to support, administer or set up charities and to act as trustee or manager of any charitable or other funds, endowments or trusts;

6.6.11 to establish, support, acquire or participate in joint ventures, associates and subsidiary companies; and

6.6.12 to accept and manage public funds in line with any applicable conditions of grant, best practice and regulatory obligations. 

6.7 The power to do anything else necessary or convenient, whether incidental to these powers or not, to promote the Objects (whether directly or indirectly) including purposes ancillary to the Objects which may properly be promoted by the University.

7 The  powers and responsibilities of the Governing Council

7.1 The Governing Council is the supreme governing body of the University and is responsible for the exercise of the University’s powers. The functions of the Governing Council shall include, without limitation:

7.1.1 the custody and use of the Common Seal;

7.1.2 the oversight of the management and administration of the revenue and property of the University;

7.1.3 ensuring that there are in place policies and procedures for the governance and conduct of the University, for dealing with Staff performance, discipline, dismissal and grievance, and for dealing with Student discipline, complaints and academic appeals; and

7.1.4 oversight of the conduct of the affairs of the University

7.2 The Governing Council may make, add to, amend or revoke such Ordinances as the Governing Council may see fit in connection with the governance of the University or for the promotion of the Objects, and shall stipulate when such Ordinances come into effect; provided that no Ordinances shall be inconsistent with the provisions of the Articles. 

8. Delegation

8.1 The Governing Council may delegate any of its functions, powers and discretions, in accordance with a written scheme of delegation or otherwise in writing, to: 

8.1.1 any Governor;

8.1.2 a committee of the Governing Council which includes one or more Governors (a "Committee");

8.1.3 Academic Board; or

8.1.4 the Vice-Chancellor or other members of Staff. 

8.2 Governing Council may not delegate its powers:

8.2.1 To determine the character and mission of the University.

8.2.2 To determine the University academic year.

8.2.3 To appoint and dismiss the Vice-Chancellor.

8.2.4 To adopt the University's financial statements.

8.2.5 To appoint the University's auditors.

8.2.6 To approve the procedures for the suspension and dismissal of Staff and the suspension and expulsion of Students.

8.2.7 To make, add to, amend or revoke Ordinances. 

8.3 The Governing Council may:

8.3.1 establish Committees, with constitution, functions, powers and proceedings as prescribed by Ordinance or as determined by the Governing Council; and

8.3.2 appoint advisory boards with constitution, functions, powers and proceedings as prescribed by Ordinance or as determined by the Governing Council.

8.4 Delegation by the Governing Council to a Committee or to Academic Board may authorise the delegate to sub-delegate any of the functions, powers and discretions delegated to it to a sub-committees established by it. 

8.5 Delegation by the Governing Council to the Vice-Chancellor may authorise the Vice-Chancellor to sub-delegate any functions delegated to them to other members of Staff. 

9. The composition of the Governing Council and terms of office

9.1 The Governing Council shall comprise at least fifteen and no more than twenty four Governors appointed by the Governing Council, of whom a majority shall be Independent Governors, and shall include (without limitation) the following:

9.1.1 Between 8 and 17 Independent Governors of whom, in recognition of the historical contribution of the Church of England to the University, at least one shall be appointed by the Governing Council following consideration of a recommendation for appointment by the Lord Bishop of Derby.

9.1.2 The Vice-Chancellor, for as long as he or she holds office as Vice-Chancellor.

9.1.3 Four "Staff Governors" being:

(a) two members of academic Staff nominated by the Academic Board; and

(b) two members of Staff, one of whom is a professional services member of Staff.

9.1.4 Two "Student Governors" being sabbatical officers of the Students' Union nominated by the Students’ Union.

9.2 Independent Governors are appointed to serve for a term determined by the Governing Council on their appointment. They may be re-appointed at the end of any of their terms to serve for a further term up toa maximum period of service of nine years, subject to Article 9.3.

9.3 In relation to a Governor serving as Chair or Vice-Chair, the maximum period of service prescribed by Article 9.2 may be extended by up to one year to a maximum of 10 years if the Governing Council considers that exceptional circumstances apply which mean that it would be in the best interests of the University for that person's maximum period of service to be so extended.

9.4 Staff Governors normally serve for a single term of up to three years as determined by the Governing Council on their appointment.

9.5 Student Governors normally serve for a term of one year but may be reappointed for a further term of one year if they are nominated by the Students’ Union.

9.6 A technical defect in the appointment of a Governor of which the Governing Council is unaware at the time does not invalidate decisions taken at a meeting of the Governing Council.

10 Termination of Governor's appointment

10.1 A person ceases to be a Governor, and a Member, as soon as:

10.1.1 that person ceases to be a Governor by virtue of any provision of the Companies Act, Charities Act or is prohibited from being a company director by law;

10.1.2 a bankruptcy order is made against that person;

10.1.3 a composition is made with that person's creditors generally in satisfaction of that person's debts;

10.1.4 a registered medical practitioner who is treating that person gives a written opinion to the University stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;

10.1.5 by reason of that person's mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;

10.1.6 notification is received by the University from the Governor that the Governor is resigning from office, and such resignation has taken effect in accordance with its terms;

10.1.7 the Governor is removed as a Director by the Members pursuant to the Companies Act;

10.1.8 75% of the Governing Council resolves in accordance with the Ordinances that the Governor should not continue to be a Governor;

10.1.9 in the case of a Staff Governor, they cease to be a member of Staff; or

10.1.10 in the case of a Student Governor, they cease to be a sabbatical officer of the Students' Union.

11 Chair and Vice-Chair

11.1 The Governing Council shall appoint an Independent Governor to serve as Chair of the Governing Council.

11.2 Governing Council shall normally appoint an Independent Governor to serve as Vice-Chair of the Governing Council.

11.3 The Chair and any Vice-Chair are appointed for a term of up to three years. They may be re-appointed as Chair or Vice-Chair (as the case may be) on up to two occasions leading to a normal maximum period as Chair or Vice-Chair of nine years, subject to Article 9.3 above, provided that their term of office as Chair or Vice-Chair (as the case may be) shall not extend beyond their term of office as Governor.

12 Proceedings of the Governing Council and its Committees

12.1 The Governing Council and its Committees shall conduct their proceedings in accordance with the provisions of the Ordinances.

12.2 The quorum for meetings of the Governing Council shall be at least one-half (50%) of the Governors, of whom a majority present must be Independent Governors. The quorum for meetings of Committees shall be as determined by the Governing Council from time to time.

12.3 Governors may not appoint deputies or alternates to attend meetings in their place.

12.4 Subject to the Ordinances, Governors participate in a Governing Council or Committee meeting, or part of a meeting, when:

12.4.1 the meeting has been called and takes place in accordance with the Articles and the Ordinances; and

12.4.2 they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.

12.5 In determining whether Governors are participating in a Governing Council or Committee meeting, it is irrelevant where any Governor is or how they communicate with each other.

12.6 If all the Governors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is; in the absence of such a decision, the meeting is deemed to take place at the location from where the chair of the meeting participates.

13 Benefits for Governors

13.1 The University may only confer a Benefit on a Governor for acting as a Governor if the Benefit has been authorised by the Governing Council in accordance with these Articles.

13.2 The following Benefits are permitted:

13.2.1 the Benefit described in Article 13.3; and/or

13.2.2 a Benefit described in Article 13.4 (provided that the Governors follow the procedure and observe the conditions set out in Article 13.5). 

13.3 A Governor may enter into a contract for the supply of goods or services to the University where that is permitted in accordance with, and subject to the conditions in, section 185 of the Charities Act 2011.

13.4 A Governor may:

13.4.1 receive a Benefit from the University in the capacity of a beneficiary of the University; and/or

13.4.2 be employed by the University other than for acting as a Governor.

13.5 A Governor may receive Benefits for acting as a governor provided the Governors have in addition to meeting the requirements of Article 13.2:

13.5.1 read considered and taken into account the published guidance of the Charity Commission (and of any other body which regulates the University) relating to the remuneration of charity trustees for acting as such;

13.5.2 resolved that the remuneration is clearly in the interests of the University that the Governor in question be awarded the remuneration in question; and

13.5.3 resolved after taking reasonable steps to identify and consider all other reasonably available options for recruiting or retaining a suitable candidate for the role of Governor, that offering the remuneration in question provides a significant and clear advantage over all the other options available.

13.6 A company or other legal entity of which a Governor is a member may receive fees, remuneration or other benefit in money or money's worth provided that the Governor holds no more than 1% of the issued capital or equivalent of that company or other legal entity.

13.7 The University and its Governors may only rely upon the authority provided by Article 13.2 if each of the following conditions is satisfied:

13.7.1 the remuneration or other sums paid to the Governor do not exceed an amount that is reasonable in all the circumstances;

13.7.2 the conflicted Governor is absent from the part of any meeting at which there is discussion of:

(a) his or her employment or remuneration, or any matter concerning the contract or arrangement; or

(b) his or her performance in the employment or office, or his or her performance of the contract; or

(c) any proposal to enter into any other contract or arrangement with him or her or to confer any Benefit upon him or her that would be permitted under Article 13.2;

(d) if applicable, the matters described in Article 13.5; or

(e) any other matter relating to a payment or the conferring of any Benefit permitted by Article 13.2;

13.7.3 the conflicted Governors do not vote on any such matter and are not to be counted when calculating whether a quorum of Governors is present at the meeting;

13.7.4 the non-conflicted Governors are satisfied that it is in the interests of the University to employ or to contract with that Governor rather than with someone who is not a Governor (and in reaching that decision the non-conflicted Governors must balance the advantage of employing a Governor against that disadvantages of doing so (especially the loss of the Governor's services as a result of dealing with the Governor's Conflict of Interest));

13.7.5 the reason for their decision is recorded by the non-conflicted Governors;

13.7.6 a majority of the Governors then in office are non-conflicted; and

13.7.7 if a Governor receives remuneration it shall be shall be disclosed in the accounts at least to the extent of any other related party transaction.

13.8 In this Article 13:

13.8.1 the employment or remuneration of a Governor includes the engagement or remuneration of any firm or company in which the Governor is:

(a) a partner;

(b) an employee;

(c) a consultant;

(d) a director; or

(e) a shareholder or other owner, unless the Governor holds less than 1% of the issued capital or equivalent;

13.8.2 "University" shall include any company in which the University:

(a) holds more than 50% of the shares; or

(b) controls more than 50% of the voting rights attached to the shares; or

(c) has the right to appoint one or more directors to the board of the company;

13.8.3 a "Governor" shall include any person who is Connected to that Governor;

13.8.4 a “conflicted Governor” is a Governor who has received, is entitled to receive or is currently receiving remuneration under this Article 13. A conflicted Governor also includes a Governor who has received financial benefits described in Article 13 but before this Article 13 came into force; and

13.8.5 a "non-conflicted Governor" is a Governor who is not a conflicted Governor.

13.9 This Article 13 may not be amended without the express prior consent of the Charity Commission for England and Wales

14 Conflicts of Interest 

14.1 The Governors have a legal obligation to act solely and exclusively in the best interests of the University and in accordance with its Articles and the laws that apply to them and in particular every Governor owes a duty to avoid any Conflict of Interest.

14.2 In these Articles:

14.2.1 "Conflict of Interest" means any Interest of a Governor (or any person Connected to a Governor) that conflicts, or may conflict, or may be perceived to conflict, with the interests of the University and:

(a) includes a conflict of loyalty;

(b) includes both situational and transactional Interests; and

(c) applies to the exploitation of any information, property or opportunity;

14.2.2 "conflict of loyalty" means a situation, transaction or other arrangement with or involving the University in which a Governor has no financial or other personal Interest but has a conflict between their duty to the University and their duty to another person (which may be because they are a governor, trustee, director, shareholder, member, officer or employee of that other person);

14.2.3 "Connected Person" means any person falling within one of the following categories:

(a) any spouse or civil partner of a Governor;

(b) any parent, child, brother, sister, grandparent or grandchild of a Governor who is financially dependent on such Governor or on whom the Governor is financially dependent;

(c) the spouse or civil partner of any person in (b);

(d) any other person in a relationship with a Governor which may reasonably be regarded as equivalent to that of a spouse or civil partner; or

(e) any company, LLP or partnership of which a Governor is a paid director, member, partner or employee or a holder of more than 1% of the share capital or capital; and

(f) any person who is a Connected Person in relation to any Governor is referred to in these Articles as "Connected" to that Governor.

14.2.4 "Interest" means any direct or indirect interest in any situation, transaction or arrangement and includes:

(a) any interest a Governor or any person Connected to a Governor may have as a consequence of any duty he or she may owe to any other person;

(b) all of the posts, memberships, offices and other roles (and gifts and hospitality received) specified in Article 14.4; and

(c) any Benefit to a Governor which is not available to all Governor; and

and where a Governor (or any person Connected to a Governor) has any such interest in any relevant situation, transaction or arrangement the Governor is "Interested" in it. 

Declarations of Interest

14.3 On their appointment every Governor must declare their Interests to the Clerk (a "Declaration of Interests").

14.4 Governors should declare the following as Interests:

14.4.1 any post held in the ordinary course of employment or practice;

14.4.2 membership of any professional body;

14.4.3 any shareholding of more than 1% in any unlisted company (whether public or private);

14.4.4 any governorship, trusteeship (including acting as a trustee of the Students' Union) or membership of any other charity (including any overseas charity);

14.4.5 any office held in any body, society, association or other institution in the public, private or voluntary sector, including posts such as president, chair, governor, chief executive, treasurer and secretary;

14.4.6 consultancies, directorships or advisory positions;

14.4.7 membership of a pressure group (e.g. thinktank or NGO) with an interest in the activities of the University; and

14.4.8 gifts or hospitality offered to a Governor in their capacity as a trustee of the University, whether accepted or declined; and

14.4.9 such other posts, memberships, offices and other roles as the Governing Council may determine from time to time,

and including, for the avoidance of doubt, the Interests of anyone who is Connected to a Governor.

14.5 Each Governor will:

14.5.1 update their Declaration of Interests at the start of each academic year (or more frequently as may be required from time to time); and

14.5.2 declare to the Clerk in accordance with Article 14.6 the nature and extent of any Interest they may have or acquire in any existing situation, transaction or arrangement with the University or in any situation, transaction or arrangement proposed with the University of which the Governor is aware.

14.6 Any declaration made by a Governor pursuant to Article 14.5.2 shall be made as soon as possible after the Governor becomes aware of their Interest in the relevant situation, transaction or arrangement and in any event before the meeting of the Governing Council at which the situation, transaction or arrangement is to be discussed. In the event such prior declaration is not possible, the Governor must declare their Interest at the very latest before any discussions takes place in relation to such situation, transaction, or matter to which the Interest relates). If a Governor is not in attendance at such a meeting, they should declare their Interest to the Clerk as soon as reasonably practicable thereafter. If a Governor fails to declare an Interest which is known to the chair of the meeting or the Clerk then the chair or the Clerk will declare that Interest.

14.7 Conflicts of Interest will be a standing agenda item at the beginning of each Governing Council meeting and any Interests declared by Governors will be noted.

14.8 The Clerk will maintain a register of the Interests of all Governors (and persons Connected to them) (the "Register of Interests"). Subject to any relevant duty or obligation of confidentiality, the Register of Interests will be published on the University's website.

14.9 If a Governor is unsure of what to declare, or whether and/or when their Declaration of Interests needs to be updated, they must ask the Clerk for guidance and act in accordance with it. 

Determinations about the management of Conflicts of Interest

14.10 Where a Governor has an actual or potential Conflict of Interest, the Governing Council will determine the scope and extent of the Governor's Conflict of Interest and the decisions and other business of the Governing Council which they should or should not participate in as a consequence. Any such determination shall be:

14.10.1 subject to the requirements of Articles 14.11 to 14.16;

14.10.2 proposed by the Clerk in consultation with the Chair for approval by the Governors;

14.10.3 made prior to any discussions in relation to the situation, transaction, or matter regarding which the Governor has a Conflict of Interest; and

14.10.4 made without the participation of the Governor with the actual or potential Conflict of Interest, whether by participating or being counted in any discussion, quorum or vote, unless that Governor is expressly invited by the other Governors to provide information.

Conflict of Interest

14.11 Subject to Articles 14.13 and 14.14, a Governor who has any Conflict of Interest in relation to a particular situation, transaction or arrangement must cease to act and not vote, or count in the quorum on any vote, in relation to any decision of the Governing Council about such situation, transaction or arrangement.

14.12 The relevant Governor should also not be present during any debate or vote about any such situation, transaction or arrangement by the Governing Council, unless expressly invited by the other Governors to remain in order to provide information.

14.13 Any Governor who has a Conflict of Interest which relates exclusively to any Benefit which all of the Governors are authorised to receive on the same terms may vote, and count in the quorum on any vote, in relation to that Benefit. 

Conflicts of loyalty

14.14 Where a Governor has a Conflict of Interest as a result solely of a conflict of loyalty in relation to a particular situation, transaction or arrangement, the Governing Council may decide that:

14.14.1 the relevant Governor should cease to act in relation to the relevant situation, transaction or arrangement and not vote on it (or count in the quorum in relation to any such vote); or

14.14.2 the conflict of loyalty should be kept under review, with the Governor continuing to act in relation to the relevant situation, transaction or arrangement (including voting on it and counting in the quorum) in the meantime.

14.15 In making a decision in accordance with Article 14.14 the Governors must act in what they consider to be the best interests of the University and should consider both the nature and extent of the Governor's conflict of loyalty and its actual or perceived impact on the University.

14.16 Where a Governor with a conflict of loyalty ceases to act in relation to a situation, transaction or arrangement, he or she should absent themselves from any discussion or voting by the Governors about that situation, transaction or arrangement, unless expressly invited by the Governors to remain in order to provide information.

Minutes

14.17 The minutes of the Governing Council meeting at which a Conflict of Interest is declared and discussed will record the nature and extent of the Conflict of Interest and summarise the discussion and the decisions taken to manage that Conflict of Interest.

Access to documents and other information

14.18 Where a Governor is not able to act in relation to a Conflict of Interest, they will not seek, or be entitled to, access to any documents or other information held by the University which relate in any way (whether directly or indirectly) to that Conflict of Interest.

14.19 The Chair, in consultation with the Clerk, will determine which documents and other information relate directly or indirectly to the relevant Conflict of Interest.

Non-Independent Governors

14.20 It is recognised that there is the specific scope for a Conflict of Interest to arise for the following Governors: 

14.20.1 the Vice-Chancellor (as a member of Staff)

14.20.2 Staff Governors (as members of Staff); and

14.20.3 Student Governors (as Students or sabbatical officers of the Students' Union).

14.21  It is also recognised that there is the specific scope for a Conflict of Interest to arise for any Governor who is Connected to a Student (where they will have a personal interest in the provision of education and care to that Student) or member of Staff. 

14.22 For the purposes of this Article 14:

14.22.1 any Governor who is also a member of Staff shall be deemed not to be Interested in any situation, transaction or matter as a member of Staff provided that the relevant situation, transaction or matter relates to the Staff generally (or to a section of the Staff) and does not relate specifically to that Governor as a member of Staff;

14.22.2 any Governor who is a Student shall be deemed not to be Interested in any situation, transaction or matter as a Student provided that the relevant situation, transaction or matter relates to Students generally (or a section of Students) and does not relate specifically to that Governor as a Student; and

14.22.3 the provisions of this Article 14.22 shall apply in the same way to any Governor who is Connected to any member of Staff or Student.

14.23 If there is or may be any uncertainty about whether Article 14.22 applies to any situation, transaction or matter, the Chair shall, in consultation with the Clerk, determine whether or not it applies and such determination shall be conclusive. Any Governor may seek a determination from the Chair in accordance with this Article 14.23 at any time.

14.24 Notwithstanding that Article 14.22 may apply to any Governor, they must declare that they are (as the case may be):

14.24.1 also a member of Staff; or

14.24.2 also a Student or sabbatical officer of the Students' Union; or

14.24.3 Connected to a member of Staff or a Student or sabbatical officer of the Students' Union;

in accordance with the provisions of this Article 14.

Committees

14.25 The provisions of this Article 14 shall apply to every Committee (and sub-Committee) of the Governing Council in the same way as they apply to the Governing Council and in particular as if:

14.25.1 members of each Committee were deemed to be Governors;

14.25.2 meetings of the Committee were meetings of the Governing Council;

14.25.3 the relevant chair of each Committee is the Chair; and

14.25.4 the secretary of each Committee is the Clerk.

The Chair

14.26 Where the Chair has any Interest which will or may give rise to a Conflict of Interest, any discretion, power or other function vested in them by this Article 14 shall be exercisable by the Vice-Chair in relation to such Conflict of Interest.

15 Chancellor, Vice-Chancellor and Clerk 

15.1 The Governing Council shall appoint a Chancellor of the University who will normally preside at the University Court and on major University occasions. This non-executive position as the figurehead of the University is held for five years and is renewable by mutual agreement of the Chancellor and the Governing Council.

15.2 The Governing Council shall appoint a Vice-Chancellor who is Chief Executive of the University with responsibility for the leadership and management of the University.

15.3 The Governing Council shall appoint a Clerk to the Governing Council who has responsibility for assisting the Chair with the organisation of Governing Council business, the recording of meetings and the appointment and induction of new Governors. The Clerk may also serve as the company secretary of the University. The Clerk shall not be a member of the Governing Council.

16 Members

16.1 Members of the University are the Governors from time to time. Membership terminates when a person ceases to be a Governor in accordance with Article 10.

17 General Meetings

Attendance and speaking at general meetings

17.1 A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.

17.2 A person is able to exercise the right to vote at a general meeting when:

17.2.1 that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and

17.2.2 that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.

17.3 The Governors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.

17.4 In determining attendance at a general meeting, it is immaterial whether any two or more Members attending it are in the same place as each other.

17.5 Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

Quorum for general meetings

17.6 No business other than the appointment of the chairperson of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

17.7 In order to be quorate, a general meeting of the Members must be attended by at least one-half (50%) of the Members.

Attendance and speaking by non-members

17.8 The chairperson of the meeting may permit other persons who are not Members to attend and speak at a general meeting.

Adjournment

17.9 If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairperson of the meeting must adjourn it.

17.10 The chairperson of the meeting may adjourn a general meeting at which a quorum is present if:

17.10.1 the meeting consents to an adjournment; or 1

7.10.2 it appears to the chairperson of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.

17.11 The chairperson of the meeting must adjourn a general meeting if directed to do so by the meeting.

17.12 When adjourning a general meeting, the chairperson of the meeting must:

17.12.1 either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the Governing Council; and 1

7.12.2 have regard to any directions as to the time and place of any adjournment which have been given by the meeting.

17.13 If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the University must give at least 7 clear days’ notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given):

17.13.1 to the same persons to whom notice of the University's general meetings is required to be given; and

17.13.2 containing the same information which such notice is required to contain.

17.14 No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

Chairing general meetings

17.15 If the Governors have appointed a Chair, the Chair shall chair general meetings if present and willing to do so.

17.16 If the Governors have not appointed a Chair, or if the Chair is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start the Members present must appoint a Member to chair the meeting, and the appointment of a chairperson of the meeting must be the first business of the meeting.

Voting: general

17.17 A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with these Articles.

Errors and disputes

17.18 No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid. Any such objection must be referred to the chairperson of the meeting whose decision is final.

Poll votes

17.19 A poll on a resolution may be demanded:

17.19.1 in advance of the general meeting where it is to be put to the vote; or

17.19.2 at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.

17.20 A poll may be demanded by:

17.20.1 the chairperson of the meeting;

17.20.2 the Governing Council;

17.20.3 two or more persons having the right to vote on the resolution; or

17.20.4 a person or persons representing not less than one tenth of the total voting rights of all the Members having the right to vote on the resolution.

17.21 A demand for a poll may be withdrawn if:

17.21.1 the poll has not yet been taken; and

17.21.2 the chairperson of the meeting consents to the withdrawal.

17.22 Polls must be taken immediately and in such manner as the chairperson of the meeting directs.

Content of proxy notices

17.23 Proxies may only validly be appointed by a notice in writing (a “proxy notice”) which:

17.23.1 states the name and address of the Member appointing the proxy;

17.23.2 identifies the person appointed to be that Member’s proxy and the general meeting in relation to which that person is appointed;

17.23.3 is signed by or on behalf of the Member appointing the proxy, or is authenticated in such manner as the Governors may determine; and

17.23.4 is delivered to the University in accordance with these Articles and any instructions contained in the notice of the general meeting to which they relate.

17.24 The University may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.

17.25 Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.

17.26 Unless a proxy notice indicates otherwise, it must be treated as:

17.26.1 allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting; and

17.26.2 appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

Delivery of proxy notices

17.27 A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the University by or on behalf of that person.

17.28 An appointment under a proxy notice may be revoked by delivering to the University a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.

17.29 A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.

17.30 If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor’s behalf.

Amendments to resolutions

17.31 An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if:

17.31.1 notice of the proposed amendment is given to the University in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairperson of the meeting may determine); and

17.31.2 the proposed amendment does not, in the reasonable opinion of the chairperson of the meeting, materially alter the scope of the resolution

17.32 A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if:

17.32.1 the chairperson of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed; and

17.32.2 the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.

17.33 If the chairperson of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairperson’s error does not invalidate the vote on that resolution.

Written resolutions

17.34 A written resolution passed in accordance with the Companies Act is as valid as a resolution actually passed at a general meeting (and for this purpose the written resolution may be set out in more than one document). A written resolution passed under this Article will lapse if not passed before the end of six calendar months beginning with the circulation date (as defined in section 290 of the Companies Act). 

18 Means of communication to be used

18.1 Subject to these Articles, anything sent or supplied by or to the University under these Articles may be sent or supplied in any way in which the Companies Act provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the University.

18.2 Subject to these Articles, any notice or document to be sent or supplied to a Governor in connection with the taking of decisions by Governors may also be sent or supplied by the means by which that Governor has asked to be sent or supplied with such notices or documents for the time being.

18.3 Any notice, resolution, document or other information sent or supplied to Members in accordance with these Articles is to be treated for all purposes as having been received:

18.3.1 24 hours after being sent by electronic means or delivered by hand to the relevant address;

18.3.2 two clear days after being sent by first class post to that address;

18.3.3 three clear days after being sent by second class or overseas post to that address;

18.3.4 on being handed to the Member (or, in the case of a member organisation, its authorised representative) personally; or, if earlier

18.3.5 as soon as the Member acknowledges actual receipt.

19 University Court 

There shall be a University Court, which is a forum of critical and supportive friends of the University and has a purely advisory function.

20 Academic Board

There shall be an Academic Board which shall be the most senior academic committee of the University and shall have delegated authority from the Governing Council for overseeing the scholarly endeavours of the University. Under that delegated authority, Academic Board is responsible for approving Academic Regulations, the setting and maintenance of academic standards and the frameworks for delivery and monitoring. It will evaluate and enhance the quality of academic provision, the advancement of academic practice in learning and assessment, and the overall student experience and performance.

21 Students' Union

21.1 There shall be an organisation of students of the University which shall conduct and manage its own affairs in accordance with a constitution approved by the Governing Council.

21.2 The Students' Union is approved by the Governing Council as the students' union of the University. The Students' Union is a "students union" within the meaning of the Education Act 1994.

22 Indemnity

22.1 Relevant Governors are indemnified against actions that they may take provided that:

22.1.1 they have not been negligent in their conduct of their duties; and

22.1.2 to the extent permitted by sections 232 to 234 of the Companies Act

22.2 In this Article a "relevant Governor" means any Governor or former Governor of the University.

23 Dissolution

23.1 In the event of the University being unable to continue to function as a viable concern, the residual assets of the University shall be passed to another charity or charities with similar objects to the Objects.

These Articles were approved by the Charities Commission April 2022