These standing orders set out how the University Council and its Committees conduct their business and discharge their obligations. They apply to Council and all its committees, sub-committees and other groups, unless the context provides otherwise.
The role and responsibilities of the Council are set out in University Statute 17 (functions of the Council).
1. Membership and Officers
1.1 Council members are appointed and re-appointed in accordance with the provisions of University Statute 16 (The Council) and the appointment arrangements specified in the Nominations Committee’s Terms of Reference.
1.2 Any Council member who resigns during their term of office should submit their resignation in writing to the Chair of Council and the Secretary to Council.
1.3 Council members are not members in any representative capacity and should exercise the responsibilities of Council in the best interests of the University as a whole. They should abide by the principle of collective responsibility.
1.4 The Head of Governance acts as Secretary to Council (the Secretary) and is supported in that function by other members of staff in the Governance Office. These officers are not members of Council.
2. Attendance and Quorum
2.1 In the absence of the Chair, the Secretary must arrange a vote to determine the Council member who will take the chair.
2.2 Council members should make every endeavour to attend all meetings of Council. When they are unable to attend a meeting, their apologies should be submitted in advance to the Secretary together with any comments on the agenda so that these may be shared at Council.
2.3 Attendance statistics will be published on an annual basis.
2.4 The failure of a Council member to attend any meetings of Council or its committees for a period of six months will result in their automatic removal from Council, unless mitigating circumstances have been approved by the Chair.
2.5 Where circumstances do not permit Council or its committees to meet in person, a virtual meeting may be convened. Such meetings are subject to all provisions set out in these Standing Orders.
2.6 For all meetings convened in person, exceptionally and at the Chair’s discretion, Council members may attend virtually, providing that sufficient notice has been given to allow appropriate arrangements to be put in place. A Council member attending in a virtual capacity will be deemed to have attended the meeting, will be counted in the quorum, and can vote. However, the minutes will record the nature of their attendance.
2.7 If the Vice-Chancellor is unable to attend any meeting of Council or its committees, in their capacity as Accountable Officer, they may nominate an alternate to attend in their place. No other Council member may nominate an alternate.
2.8 Attendance at all or part of a Council meeting for anyone other than Council members, is by invitation only, subject to the approval of the Chair.
2.9 The quorum of a Council meeting is nine, of which at least five must not be members of staff or students of the University. If the meeting becomes inquorate, no further decisions can be taken.
3. Meetings
3.1 The Council should hold a minimum of four ordinary meetings per year, the dates for which are published before the start of the academic year.
3.2 Special meetings of Council can be convened by the Chair, or on the formal signed request of a minimum of seven Council members, to dispose of any urgent and unforeseen business that cannot wait until the next ordinary meeting of Council.
3.3 Special meetings must take place no sooner than 48 hours and no longer than 14 days after notice of the meeting has been issued to Council by the Secretary.
3.4 The Chair has the power to adjourn a meeting temporarily, or to another date. Their reasons for doing so must be notified to Council and recorded in the minutes.
4. Agenda and supporting papers
4.1 The Secretary compiles the agenda for all meetings of Council in conjunction with the Chair of Council and the Vice-Chancellor.
4.2 The Secretary must issue a formal notice of an ordinary Council meeting, along with an agenda and papers, no later than seven days before the date of the meeting. The deadline for special meetings is 48 hours before the meeting.
4.3 Council is “digital by default”. All circulations will therefore be in electronic format, unless a request for a paper copy is submitted to the Governance Office no later than 14 days before the date of the meeting.
4.4 At each ordinary meeting, Council will consider a draft agenda for the next meeting.
4.5 The Chair has discretion over the inclusion of proposed items of business on the agenda, though must advise Council of the basis for any decision for inclusion or rejection.
4.6 Meeting papers must be submitted to the Secretary no later than seven days before the date of an ordinary meeting of Council. Authors of papers should follow guidance for the preparation of Council papers, including by seeking advice on the content of papers at an early stage in the process, as necessary.
4.7 No business can be considered at a special meeting except that which gives rise to the meeting and is specified within the notice of meeting issued by the Secretary. All other matters must be retained for consideration at the next ordinary meeting of Council.
5. Confidentiality
5.1 Council operates on the principle of transparency, unless there is good reason to impose confidentiality.
5.2 The author of any paper containing confidential information should mark it “confidential” and it should not be shared with any person outside Council without the approval of the Chair.
5.3 Council members are responsible for ensuring the secure storage and disposal of confidential Council documents, whether in electronic or paper form.
6. Declarations of interest
6.1 The proper conduct of the business of the University requires that members of Council and its committees should both act and be perceived to act impartially, and not be influenced in their role by any personal, social or business relationship.
6.2 Every Council member must make a full declaration of interests at the start of each academic year and must take responsibility for updating their declaration throughout the academic year, as appropriate.
6.3 A central register of interests must be maintained by the Governance Office and published on the website.
6.4 Council members should decline to participate in any committee where there is a possibility that a conflict of interest will arise on a regular basis.
6.5 A Council member with any direct or indirect personal or financial interest in any matter under discussion by Council should declare that interest to the Chair at the earliest opportunity, either before or during the meeting. All such declarations must be recorded in the minutes by the Secretary.
6.6 By default, Council members with an interest in a particular item of business should withdraw whilst that item is under consideration. Exceptionally, at the discretion of the Chair, they may remain to participate in the discussion but not to vote.
6.7 In the event of a decision taken by correspondence, Council members with an interest in a particular item of business should not be counted amongst the responses.
7. Conduct of meetings
7.1 Business will be taken in two sections: substantive business, and items to note. Items to note can be taken for discussion, at the Chair’s discretion, provided that a request is submitted to the Secretary before the meeting.
7.2 The order for consideration can be varied, and items of substantive business deferred to a future meeting, with the consent of Council.
7.3 Items can be taken without notice under “Any Other Business” at the discretion of the Chair.
7.4 Council should proceed by consensus wherever possible, resorting to formal procedural mechanisms only when all other solutions have been exhausted.
7.5 The Chair has discretion to accept or reject for debate a formal motion, or an amendment to a formal motion, moved by a Council member, and to determine the order in which amendments and motions are taken. Proceedings on any amendments must be completed before any decision is taken on the substantive motion [as amended]. Where there is more than one motion, the motion under consideration must be disposed of before proceedings on any subsequent motions are embarked upon.
7.6 Members may raise a point of order on a perceived breach of Standing Orders; University Charter, Statutes and Ordinances, or statute or common law, and are entitled to be heard immediately on that point. The ruling of the Chair on points of order is final.
8. Decision making
8.1 Decisions should normally be made on the basis of consensus. A formal vote can be held where the Chair deems it appropriate, or if requested by a Council member.
8.2 Formal voting normally takes place by show of hands, with the Secretary acting as teller. Only Council members can vote, unless they are precluded from doing so by a conflict of interest.
8.3 Voting is normally by simple majority of those present and voting with the Chair making a second or casting vote in the event of a tie. Major changes, such as amendments to Statutes, require a two thirds majority.
8.4 The Secretary must record the number of votes cast for and against any proposition, and the number of abstentions, in the minutes of the meeting.
8.5 In exceptional cases, if an urgent decision of Council is required between meetings, a decision can be taken electronically providing that all Council members have been consulted, and a minimum of 14 have responded; the 14 members must include the Vice Chancellor and the Chair of Council. The Secretary is responsible for the conduct of any decisions taken by correspondence, including keeping accurate records, and reporting the decision to the subsequent meeting of Council.
8.6 Under exceptional circumstances, and where there is insufficient time for a decision to be taken by electronic correspondence, an urgent decision can be taken between meetings by the Vice-Chancellor, Chair of Council and the Treasurer. Wherever possible, it is preferable that the authority to take such a decision is delegated by Council in advance by means of a decision taken at a Council meeting. The Chair of Council is responsible for the conduct of any decisions taken in this way, including keeping accurate records of both the decision and the reason why this procedure was used, and for reporting the decision to the subsequent meeting of Council.
9. Minutes
9.1 The Secretary is responsible for the recording of the minutes of proceedings of all formal meetings of Council.
9.2 Minutes of Council meetings must be approved by the Chair of Council before being circulated to Council. The minutes must then be approved [as amended] by Council at the subsequent meeting as a true and accurate record and signed by the Chair at the end of the academic year.
9.3 Minutes are published on the Council’s website as soon as practicable after they have been approved by Council, with redactions made under criteria set out in the Council minutes: publication framework, which is also published on the Council website.
10. Council committees and joint committees with Senate
10.1 Council may appoint such standing and ad-hoc committees and working groups for such purposes and with such powers as it sees fit and may appoint persons who are not Council members to them as appropriate.
10.2 The process for appointing Council members to Council and Joint committees is set out in the Terms of Reference of the Nominations Committee.
10.3 The delegation of powers to Council committees is set out in the Delegation Schedule. Any further delegation, to the sub-committee of any Council committee, or to its Chair, is subject to the approval by Council of an amendment to the Delegation Schedule.
10.4 The functioning and terms of membership of Council committees is set out in their Terms of Reference, any alteration to which should be submitted to Council for approval.
11. Amendments to Standing Orders
11.1 Amendments to Standing Orders can be made by a simple majority of Council members.
11.2 Amendments to Standing Orders do not take effect until the conclusion of the meeting at which the decision to amend them was taken.
11.3 The Standing Orders should be considered by Council at its first ordinary meeting of each new academic year.
Owner: Council
Approved By: Council
Date: 14 October 2021