Constitution for a Charitable Incorporated Organisation with voting members other than its charity trustees

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1 Constitution for a Charitable Incorporated Organisation with voting members other than its charity trustees ( Association Model Constitution) Date of constitution (last amended):. 1. NAME The name of the Charitable Incorporated Organisation ( the CIO ) is The Co-operative College. The CIO shall be referred to as the College in this constitution. 2. NATIONAL LOCATION OF THE PRINCIPAL OFFICE The College must have a principal office in England or Wales. The principal office of the College is in England. 3. OBJECT The object of the College is To promote the education of the public, in particular, but not exclusively by the provision and conduct of the College for the education of people in a manner consistent with the Values and principles of the co-operative movement. Nothing in this constitution shall authorise an application of the property of the CIO for the purposes which are not charitable in accordance with section 7 of the Charities and Trustee Investment (Scotland) Act 2005 and section 2 of the Charities Act (Northern Ireland) POWERS The College has power to do anything which is calculated to further its object or is conducive or incidental to doing so. In particular, the College s powers include power to: (d) provide an environment for co-operative learning by the College; promote, encourage, carry out or commission research, surveys, studies or other work that furthers the objective of the charity and publish the results of such research; to contribute to the international development of co-operative education; co-operate with other educational bodies such as Universities, Local Education Authorities, the Co-operative Movement, the Workers Educational Association or 1

2 similar bodies in the United Kingdom and other countries in the provision of cooperative education; (e) (f) (g) (h) (j) (k) (l) (m) (n) (o) (p) (q) establish and maintain a library or libraries of books and educational materials in any form; publish books or provide for the publication of books, pamphlets or other literature relating to such studies and work as aforesaid and the results of investigation in connection therewith and to sell and distribute gratis or otherwise any such books, pamphlets or literature; provide services that further the object of the charity; borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The College must comply as appropriate with section 124 and 125 of the Charities Act 2011 if it wishes to mortgage land; buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use; sell, lease or otherwise dispose of all or any property belonging to the College. In exercising this power, the College must comply as appropriate with sections 117 and of the Charities Act 2011; employ and remunerate such staff as are necessary for carrying out the work of the College. The College may employ or remunerate a charity trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to Board members and connected persons) and provided it complies with the conditions of those clauses; deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of the College to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are permitted to do so by the Trustee Act 2000; provide and maintain premises for occupation of the purposes of the College; accept financial assistance, donations, endowments, gifts and loans of money whether or not subject to any special trusts and conditions; to contract for services that enable the furtherance of the charitable objective; raise funds, including subscription income, that furthers the objective of the College; found scholarships, exhibitions and prizes and to assist by grants of money and otherwise the conduct of such studies and work. 5. APPLICATION OF INCOME AND PROPERTY The income and property of the College must be applied solely towards the promotion of the objects. 2

3 A Board member is entitled to be reimbursed from the property of the College or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the College. A Board member may benefit from trustee indemnity insurance cover purchased at the College s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act None of the income or property of the College may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the College. This does not prevent a member who is not also a Board member receiving: a benefit from the College as a beneficiary of the College; reasonable and proper remuneration for any goods or services supplied to the College. Nothing in this clause 5 shall prevent a Board member or connected person receiving any benefit or payment which is authorised by clause BENEFITS AND PAYMENTS TO BOARD MEMBERS AND CONNECTED PERSONS General provisions No Board member or connected person may: buy or receive any goods or services from the College on terms preferential to those applicable to members of the public; sell goods, services, or any interest in land to the College; be employed by, or receive any remuneration from, the College with the exception of the member of staff appointed to the Board under clause 12(v). receive any other financial benefit from the College; unless the payment or benefit is permitted by sub-clause of this clause 6, or authorised by the court or the Charity Commission ( the Commission ). In this, a financial benefit means a benefit, direct or indirect, which is either money or has a monetary value. Scope and powers permitting Board of Governors or connected persons benefits A Board member or connected person may receive a benefit from the College as a beneficiary of the College provided that a majority of the Board members do not benefit in this way. A Board member or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the College where that is permitted in accordance 3

4 with, and subject to conditions in, section 185 to 188 of the Charities Act (v) (vi) Subject to sub-clause of this clause 6 a Board member or connected person may provide the College with goods that are not supplied in connection with services provided to the College by the Board member or connected person. A Board member or connected person may receive interest on money lent to the College at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate). A Board member or connected person may receive rent for premises let by the Board member or connected person to the College. The amount of rent and the other terms of the lease must be reasonable and proper. The Board member concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion. A Board member or connected person may take part in the normal trading and fundraising activities of the College on the same terms as members of the public. Payment for supply of goods only controls The College and its Board of Governors may only rely upon the authority provided by sub-clause of this clause 6 if each of the following conditions is satisfied: (v) (vi) The amount or maximum amount of the payment for the goods is set out in a written agreement between the College and the Board member or connected persons supplying the goods ( the supplier ). The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question. The other Board members are satisfied that it is in the best interests of the College to contract with the supplier rather than someone who is not a Board member or connected person. In reaching that decision the Board of Governors must balance the advantage of contracting with a Board member or connected person against disadvantages of doing so. The supplier is absent from the part of any meeting at which there is a discussion of the proposal to enter into a contract or arrangement with him/her/it with regard to the supply of goods to the College. The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of Board of Governors is present at the meeting. The reason for their decision is recorded by the Board of Governors in the minute book. 4

5 (vii) A majority of the Board of Governors then in office are not in receipt of remuneration or payments authorised by clause 6. (d) In sub-clauses and of this clause 6: the College includes any company in which the College: holds more than 50% of the shares; or controls more than 50% of the voting rights attached to the shares; or has the right to appoint one or more directors to the board of the company; connected person includes any person within the definition set out in clause 37 (interpretation) 7. CONFLICTS OF INTEREST AND CONFLICTS OF LOYALTY A Board member must: declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the College or in any transaction or arrangement entered into by the College which has not previously been declared; and absent himself or herself from any discussions of the Board of Governors in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interests of the College and any personal interest (including but not limited to any financial interest). Any Board member absenting himself or herself from any discussions in accordance with this clause 7 must not vote or be counted as part of the quorum in any decision of the Board of Governors on the matter. 8. LIABILITY OF MEMBERS TO CONTRIBUTE TO THE ASSETS OF THE COLLEGE IF IT IS WOUND UP If the College is wound up, the members of the College have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities. 9. MEMBERSHIP OF THE COLLEGE Admission of new members Eligibility The first members of the College shall be the First Board members whose names are listed in clause 12(d) of this constitution. Membership of the College is open to anyone who is interested in furthering its purposes, which shall include staff and Associates and Students/ Learners of the College and who, by applying for membership, have paid or agreed to pay any subscription or other sum due in respect of membership 5

6 has indicated his, her or its agreement to become a member and acceptance of the duty of members set out in sub-clause (d) of this clause 9. A member may be an individual, corporate body, or an individual or corporate body representing an organisation which is not incorporated. Admission procedure The Board: (v) may require applications for membership to be made in any reasonable way that it decides. Applications for membership shall be in a form approved by the Board of Governors and the Board of Governors shall approve each application or may choose to delegate this function to an officer of the College; may establish and determine the nature, mode of operation and the composition of constituencies of membership and allocate a person to a specific constituency on admittance to membership; may refuse an application for membership if it believes that it is in the best interests of the CIO for it to do so; shall, if it decides to refuse an application for membership, give the applicant its reasons for doing so, within 21 days of the decision being taken, and give the applicant the opportunity to appeal against the refusal; shall give fair consideration to any such appeal, and shall inform the applicant of its decision, but any decision to confirm refusal of the application shall be final. Transfer of membership Membership of the College cannot be transferred to anyone else except in the case of an individual or corporate body representing an organisation which is not incorporated, whose members may be transferred by the unincorporated organisation to a new representative. Such transfer of membership does not take effect until the College has received written notification of the transfer. (d) Duty of members It is the duty of each member of the College to exercise his/her/its powers as a member of the College in the way he or she decides in good faith would be most likely to further the purposes of the College. (e) Termination of membership Membership of the College comes to an end if: a. The member dies, or, in the case of an organisation (or the representative of an organisation) that organisation ceases to exist; or b. The member sends a notice of resignation to the Board of Governors; or 6

7 c. Any sum of money owed by the member to the College is not paid in full within six months of it falling due; or d. The Board of Governors decides that it is in the best interests of the College that the member in question should be removed from membership, and pass a resolution to that effect. Before the Board of Governors take any decision to remove someone from membership of the College they must: a. Inform the member of the reasons why it is proposed to remove him, her or it from membership; b. Give the member at least 21 clear days notice in which to make representations to the Board of Governors as to why he, she or it should not be removed from membership; c. At a duly constituted meeting of the Board of Governors, consider whether or not the member should be removed from membership; d. Consider at that meeting any representations which the member makes as to why the member should not be removed; and e. Allow the member, or the member s representative, to make those representations in person at that meeting, if the member so chooses. (f) Membership fees The Board shall determine such procedures and principles as deemed necessary in relation to subscription payments by members. 10. MEMBERS DECISIONS General provisions Except for those decisions that must be taken in a particular way as indicated by sub-clause (d) of this clause 10, decisions of the members of the College may be taken either by vote at a general meeting as provided in sub-clause of this clause 10 or by written resolution as provided in sub-clause of this clause 10. Taking ordinary decisions by vote Subject to sub-clause (d) of this clause 10, any decision of the members of the College may be taken by means of a resolution at a general meeting. Such a resolution may be passed by a simple majority of votes cast at the meeting (including votes cast by a postal or ballot). Taking ordinary decisions by written resolution without a general meeting Subject to sub-clause (d) of this clause 10, a resolution in writing agreed by a simple majority of all the members who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective, provided that: 7

8 a. A copy of the proposed resolution has been sent to all the members eligible to vote; and b. A simply majority of members have signified their agreement to the resolution in a document or documents which are received at the principal office within the period of 28 days beginning with the circulation date. The document signifying a member s agreement must be authenticated by their signature (or in the case of an organisation which is a member, by execution according to its usual procedure), by a statement of their identity accompanying the document, or such other manner as the College has specified. (v) The resolution in writing may comprise several copies to which one or more members has signified their agreement. Eligibility to vote on the resolution is limited to members who are members of the College on the date when the proposal is first circulated in accordance with paragraph above. Not less than 10% of the members of the College may request the Board of Governors to make a proposal for decision by the members. The Board of Governors must within 21 days of receiving such a request comply with it if: a. The proposal is not frivolous or vexatious, and does not involve the publication of defamatory material; b. The proposal is stated with sufficient clarity to enable effect to be given to it if it is agreed by the members; and c. Effect can lawfully be given to the proposal if it is so agreed. (vi) Sub-clauses to of this clause 10 apply to a proposal made at the request of members. (d) Decisions that must be taken in a particular way Any decision to remove a Board member must be taken in accordance with clause 19. Any decision to amend this constitution must be taken in accordance with clause 33 of this constitution (Amendment of Constitution) Any decision to wind up or dissolve the College must be taken in accordance with clause 36 of this constitution (Voluntary winding up or dissolution). Any decision to amalgamate or transfer the undertaking of the College to one or more other CIOs must be taken in accordance with the provisions of the Charities Act GENERAL MEETINGS OF MEMBERS Types of general meeting 8

9 There must be an annual general meeting (AGM) of the members of the College. The first AGM must be held within 18 months of the registration of the College, and subsequent AGMs must be held at intervals of not more than 15 months. The AGM must receive an annual statement of accounts (duly audited or examined where applicable) and the Board of Governors annual report, and must elect Board members as required under clause 12. Other general meetings of the members of the College may be held at any time. All general meetings must be held in accordance with the following provisions: Calling general meetings The Board of Governors: a. Must call the annual general meeting of the members of the College in accordance with sub-clause of this clause 11, and identify it as such in the notice of the meeting; and b. May call any other general meeting of the members at any time. The Board of Governors must, within 21 days, call a general meeting of the members of the College if: a. They receive a request to do so from at least 10% of the members of the College; and b. The request states the general nature of the business to be dealt with at the meeting, and is authenticated by the member(s) making the request. (v) (vi) (vii) (viii) (ix) If, at the time of any such request, there has not been any general meeting of the members of the College for more than 12 months, then sub-clause (b a.) of this clause 11 shall have effect as if 5% were substituted for 10%. Any such request may include particulars of a resolution that may properly be proposed, and is intended to be proposed, at the meeting. A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous of vexatious. Any general meeting called by the Board of Governors at the request of the members of the College must be held within 28 days from the date on which it is called. If the Board of Governors fails to comply with this obligation to call a general meeting at the request of its members, then the members who requested the meeting may themselves call a general meeting. A general meeting called in this way must be held not more than 3 months after the date when the members first requested the meeting. The College must reimburse any reasonable expenses incurred by the members calling a general meeting by reasons of the failure of the Board of 9

10 Governors to duly call the meeting, but the College shall be entitled to be indemnified by the Board of Governors who were responsible for such failure. Notice of general meetings The Board of Governors, or, as the case may be, the relevant members of the College, must give at least 14 clear days notice of any general meeting to all of the members, and to any Board member of the College who is not a member. If it is agreed by not less than 90% of all members of the College, any resolution may be proposed and passed at the meeting even though the requirements of sub-clause of this clause 11 have not been met. This sub-clause does not apply where a specified period of notice is strictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations. The notice of any general meeting must: a. state the time and date of the meeting; b. give the address at which the meeting is to take place; c. give particulars of any resolution which is to be moved at the meeting, and of the general nature of any other business to be dealt with at the meeting; and d. If a proposal to alter the constitution of the College is to be considered at the meeting, include the text of the proposed alteration; e. Include, with the notice for the AGM, the annual statement of accounts and Board of Governors annual report, details of persons standing for election or re-election as Board member, or where allowed under clause 26 (Use of electronic communications), details of where the information may be found on the College s website. (v) Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent. The proceedings of a meeting shall not be invalidated because a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by the College. (d) Chairing of general meetings The person nominated as chair by the Board under clause 14, shall, if present at the general meeting and willing to act, preside as chair of the meeting. Subject to that, the members of the CIO who are present at a general meeting shall elect a chair to preside at the meeting. 10

11 (e) Quorum at general meetings (v) (vi) No business may be transacted at any general meeting of the members of the College unless a quorum is present when the meeting starts. Subject to the following provisions, the quorum for general meetings shall be the greater of 5% or three members. An organisation represented by a person present at the meeting in accordance with sub-clause of this clause 11, is counted as being present in person. If the meeting has been called by or at the request of the members and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the meeting is cancelled. If the meeting has been called in any other way and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the chair must adjourn the meeting. The date, time and place at which the meeting will resume must either be announced by the chair or be notified to the College s members at least seven clear days before the date on which it will resume. If a quorum is not present within 15 minutes of the start time of the adjourned meeting, the member or members present at the meeting constitute a quorum. If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the Board of Governors but may not make any decisions. If decisions are required which must be made by a meeting of the members, the meeting must be adjourned. (f) Participation in meetings by electronic means A meeting may be held by suitable electronic means agreed by the Board of Governors in which each participant may communicate with all the other participants. Any member participating at a meeting by suitable electronic means agreed by the Board of Governors in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting. Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes. (g) Voting at general meetings Any decision other than one falling within clause 10(d) (Decisions that must be taken in a particular way) shall be taken by a simple majority of votes cast at the meeting including postal votes. Every member has one vote unless otherwise provided in the rights of a particular constituency of membership under this constitution. A resolution put to the vote of a meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of 11

12 hands) a poll is duly demanded. A poll may be demanded by the chair or by at least 10% of the members present in person at the meeting. A poll demanded on the election of a person to chair the meeting or on a question of adjournment must be taken immediately. A poll on any other matter shall be taken, and the result of the poll shall be announced, in such manner as the chair of the meeting shall decide, provided that the poll must be taken, and the result of the poll announced, within 30 days of the demand for the poll. A poll may be taken: a. At the meeting at which it was demanded; or b. At some other time and place specified by the chair; or c. Through the use of postal or electronic communications. (v) (vi) In the event of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting shall have a second, or casting vote. Any objection to the qualification of any voter must be raised at the meeting at which the vote is cast and the decision of the chair of the meeting shall be final. (h) Postal Voting The College may, if the Board of Governors so decide, allow the members to vote by post or electronic mail ( ) to elect Board members or to make a decision on any matter that is being decided at a general meeting of the members. The Board Governors must appoint at least two persons independent of the College to serve as scrutineers to supervise the conduct of the postal/ ballot and the counting of votes. If postal and/or voting is to be allowed on a matter, the College must send to members of the College not less than 21 days before the deadline for receipt of votes cast in this way: a. A notice by , if the member has agreed to receive notices in this way under clause 26 (Use of electronic communications, including an explanation of the purpose of the vote and the voting procedure to be followed by the member, and a voting form capable of being returned by or post to the College, containing details of the resolution being put to a vote, or of the candidates for election, as applicable); b. A notice by post to all other members, including a written explanation of the purpose of the postal vote and the voting procedure to be followed by the member; and a postal voting form containing details of the resolution being put to a vote, or of the candidates for election, as applicable. The voting procedure must require all forms returned by post to be in an envelope with the member s name and signature, and nothing else, on the 12

13 outside, inside another envelope addressed to The Scrutineers for The Co-operative College at the College s principal office or such other postal address as is specified in the voting procedure. (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) The voting procedure for votes cast by must require the member s name to be at the top of the , and the must be authenticated in the manner specified in the voting procedure. votes must be returned to an address used only for this purpose and must be accessed only by a scrutineer. The voting procedure must specify the closing date and time for receipt of votes, and must state that any votes received after the closing date or not complying with the voting procedure will be invalid and not be counted. The scrutineers must make a list of names of members casting valid votes, and a separate list of members casting votes which were invalid. These lists must be provided to a Board member or other person overseeing admission to, and voting at, the general meeting. A member who has cast a valid postal or vote must not vote at the meeting, and must not be counted in the quorum for any part of the meeting on which he, she or it has already cast a valid vote. A member who has cast an invalid vote by post or is allowed to vote at the meeting and counts towards the quorum. For postal votes, the scrutineers must retain the internal envelopes (with the member s name and signature). For votes, the scrutineers must cut off and retain any part of the that includes the member s name. In each case, a scrutineer must record on this evidence of the member s name that the vote has been counted, or if the vote has been declared invalid, the reason for such declaration. Votes cast by post or must be counted by all the scrutineers before the meeting at which the vote is to be taken. The scrutineers must provide to the person chairing the meeting written confirmation of the number of valid votes received by post and and the number of votes received which were invalid. The scrutineers must not disclose the result of the postal/ ballot until after votes taken by hand or by poll at the meeting, or by poll after the meeting, have been counted. Only at this point shall the scrutineers declare the result of the valid votes received, and these votes shall be included in the declaration of the result of the vote. Following the final declaration of the result of the vote, the scrutineers must provide to a Board member or other authorised person bundles containing the evidence of members submitting valid postal votes; evidence of members submitting valid votes; evidence of invalid votes; the valid votes; and the invalid votes. Any dispute about the conduct of a postal or ballot must be referred initially to a panel set up by the Board of Governors, to consist of two Board members and two persons independent of the College. If the dispute cannot 13

14 be satisfactorily resolved by the panel, it must be referred to the Electoral Reform Society. Representation of organisations and corporate members An organisation or a corporate body that is a member of the College may, in accordance with its usual decision making process, authorise a person to act as its representative at any general meeting of the College. The representative is entitled to exercise the same powers on behalf of the organisation or corporate body as the organisation or corporate body could exercise as an individual member of the College. (j) Adjournment of meetings The chair may with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting to another time and/or place. No business may be transacted at an adjourned meeting except business which could properly have been transacted at the original meeting. 12. BOARD OF GOVERNORS Functions and duties of Board of Governors The Board of Governors shall manage the affairs of the College and may for that purpose exercise all the powers of the College, including: (v) (vi) (vii) (viii) (ix) The determination and periodic review of the educational character and mission of the College and the oversight of its activities; The publication of arrangements for obtaining the views of staff and students on the determination and periodic review of the education character and mission of the College and the oversight of its activities; Safeguarding the assets of College and the oversight of its activities; The effective and efficient use of resources and the solvency of the College; Approving the quality strategy of the College; Making rules relating to staff conduct, after consultation with them; The appointment, grading, suspension, dismissal and determination of the pay and conditions of service of the holders of senior posts and the Clerk; Setting a framework for the pay and conditions of service of all other staff; The approval of annual estimates of income and expenditure. It is the duty of each Board member: 14

15 (x) (xi) to exercise his or her powers and to perform his or her functions as a Board member of the College in the way he or she decides in good faith would be most likely to further the purposes of the College; and to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to: a. any special knowledge or experience that he or she has or holds himself or herself out as having; and b. if he or she acts as a Board member of the College in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession. Board of Governors eligibility Every Board member must be a natural person. No one may be appointed as a Board member: a. If he or she is under the age of 16 years; or b. If he or she would automatically cease to hold office under the provisions of clause 19(vi) and/or 19(vii); or c. If, the Board becomes aware that, at the time of appointment or subsequently, that person was removed from office as a member of a Co-operative Society Board or of a further education corporation in the previous ten years and the Board decides that, it is in the best interests of the College that that person should not be appointed or that their appointment should be terminated; or d. If he or she is also the Clerk. No one is entitled to act as a Board member whether on appointment or on any re-appointment unless s/he is, at the time of the appointment or re-appointment in membership of the College and s/he has expressly acknowledged, in whatever way the Board of Governors decide, his or her acceptance of the office of Board member and has signed a code of conduct in place at the time of his/her appointment. Number of Board members From the date of incorporation until the first Annual General Meeting, the Board shall be comprised of those First Board members as set out under clause (d) of this clause 12 and any additional Board members co-opted for their particular skills and expertise and/or in accordance with clauses and (v) of this clause 12. Following the first Annual General Meeting, the maximum number of Board members is 12 as follows: Up to seven Board members elected by and from the membership; Up to two Board members appointed by co-option. Co-opted Board members are to be selected by the Board of Governors for their particular skills and/or experience; 15

16 (v) (vi) (vii) (viii) Up to one Board member who is a student/learner at the College nominated and elected by the student/learners of the College, or, at the discretion of the Board, by a recognised association representing such students/learners; Up to one Board member who is a member of the College staff nominated and elected by the staff of the College, or in such other manner, at the discretion of the Board; Up to one Board member appointed by Co-operatives UK Limited or any successor body in name and title. The representative must, at the time of appointment, also be a director of Co-operatives UK Limited. The Board should ensure, as far as possible, that its composition reflects an appropriate balance of men and women and is representative and reflects the diversity of the College membership and the communities in which it operates. The Board of Governors may not appoint any Board member if as a result the number of members of the Board of Governors would exceed the maximum. (d) First Board members The first Board members of the College are Craig Lumsden Trisha Jaffe John Chilcott Nigel Todd Hazel Johnson Roger Myddelton Anthony Webster 13. APPOINTMENT OF BOARD MEMBERS At the first annual general meeting of the members of the College all the Board members shall retire from office, but shall be eligible to re-stand for election subject to clause 19 -(vii) and meeting the criteria in clause 12. At every subsequent annual general meeting of the members of the College, one third of those Board members elected/appointed under clauses 12 and 12 shall retire from office. If the number of Board members is not three or a multiple of three, then the number nearest to one third shall retire from office, but if there is only one Board member, he or she shall retire; The Board of Governors to retire by rotation shall be those who have been longest in office since their last appointment or reappointment. If any Board members were last appointed or reappointed on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot; 16

17 (d) (e) (f) The vacancies so arising may be filled by the decision of the members at the annual general meeting; any vacancies not filled at the annual general meeting may be filled as provided in sub-clause (e) of this clause 13; The members of the Board of Governors may at any time decide to appoint a new Board member, whether in place of a Board member who has retired or been removed in accordance with clause 19 (Retirement and removal of Board members), or as an additional Board member provided that the limit specified in clause 12 on the number of Board members would not as a result be exceeded; A person so appointed by the members of the College shall retire in accordance with the provisions of sub-clauses and of this clause 13. A person so appointed by the Board of Governors shall retire at the conclusion of the next annual general meeting after the date of his or her appointment, and shall not be counted for the purpose of determining which of the Board of Governors is to retire by rotation at that meeting. Nominated Board members (d) (e) (f) Co-operatives UK Limited, or any successor body in name and title, may appoint one Board member. Any appointment must be made at a meeting held according to the ordinary practice of Co-operatives UK, or any successor body in name and title. Each appointment must be for a term of 3 years. The appointment will be effective from the later of: the date of the vacancy; or the date on which the College is informed of the appointment. The person appointed need not be a member of Co-operatives UK, or any successor body in name and title. A Board member appointed by Co-operatives UK, or any successor body in name and title, has the same duty under clause 12 as the other Board members to act in the way he or she decides in good faith would be most likely to further the purposes of the College. 14. CHAIR At their first meeting following the Annual General Meeting, the Board of Governors shall appoint one of their number as the chair to facilitate meetings of the Board of Governors. If s/he is absent or unwilling to act at the time any meeting proceeds to business, the Board members present shall choose one of their number to be the chair for that meeting. The chair appointed to facilitate meetings of the Board of Governors shall also facilitate general meetings. The chair shall stand down at the Annual General Meeting following the date on which s/he was appointed, but shall, if s/he remains a Board member be subject to re-appointment to the position of chair. 15. HONORARY OFFICERS 17

18 In addition to the chair, the Board of Directors may elect from amongst their own number such Honorary Officers, as they think fit. Honorary Officers so elected by the Board may be removed by them. Honorary Officers shall serve for a period of one year after which they must stand down but shall be eligible for re-election. 16. CHIEF EXECUTIVE AND PRINCIPAL The Chief Executive and Principal shall be appointed and removed by the Board of Governors following a proper process agreed by the Board and is responsible for the following functions: (d) (e) (f) Making proposals and seeking approval from the Board of Governors about the educational character and mission of the College and implementing the decisions of the Board of Governors; The determination, after consultation with the Board of Governors, of the College s academic and other activities; Preparing annual estimates of income and expenditure, the management of budget and resources within estimates and seeking their approval from the Board of Governors The organisation, direction and management of the College and leadership of the staff; The appointment, assignment, grading, appraisal, suspension, dismissal and determination, within the framework set by the Board of Governors, of the pay and conditions of service of staff, other than the holders of senior posts or the Clerk; Maintaining student discipline and, within the rules and procedures provided for within this constitution, suspending or expelling students on disciplinary grounds or expelling students for academic reasons. 17. CLERK TO THE BOARD OF GOVERNORS The Clerk shall be appointed and may be removed by the Board of Governors following a proper process agreed by the Board and is responsible for the following functions. Advising the Board of Governors with regard to: (d) The operation of its powers; Procedural matters; Conduct of its business; and Matters of governance practice. 18. INFORMATION FOR NEW BOARD MEMBERS The Board of Governors will make available to each new Board member, on or before his or her first appointment: a copy of this constitution and any amendments made to it; and a copy of the College s latest Board of Governors annual report and statement of accounts. 18

19 19. RETIREMENT AND REMOVAL OF BOARD MEMBERS A Board member ceases to hold office if he or she: (v) (vi) Retires by notifying the College in writing (but only if enough Board members will remain in office when the notice of resignation takes effect to form a quorum for meetings); Is absent without the permission of the Board of Governors from all their meetings held within a period of six months and the Board of Governors resolve that his or her office be vacated; Dies; Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs; Is removed in accordance with sub-clause 12; Is removed by the members of the College in accordance with sub-clause of this clause 19; or (vii) Is disqualified from acting as a Board member by virtue of section of the Charities Act 2011 (or any statutory re-enactment or modification of that provision); or (viii) Is bankrupt or who are otherwise disqualified by law from serving as a company director. A Board member shall be removed from office if a resolution to remove that Board member is proposed at a general meeting of the members called for that purpose and properly convened in accordance with clause 11, and the resolution is passed by a two-thirds majority of votes cast at the meeting. A resolution to remove a Board member in accordance with this clause 19 shall not take effect unless the individual concerned has been given at least 14 clear days notice in writing that the resolution is to be proposed, specifying the circumstances alleged to justify removal from office, and has been given a reasonable opportunity of making oral and/or written representations to the members of the College. 20. REAPPOINTMENT OF BOARD MEMBERS Any person who retires as a Board member by rotation or by giving notice to the College is eligible for reappointment. A Board member who has served for three consecutive terms may not be reappointed for a fourth consecutive term but may be reappointed after an interval of at least three years. 21. TAKING OF DECISION BY BOARD MEMBERS Any decision may be taken either: At a meeting of the Board of Governors; or By resolution in writing or electronic form agreed by all of the Board of Governors, which may comprise either a single document or several documents 19

20 containing the text of the resolution in like form to each of which one or more Board members has signified their agreement. 22. DELEGATION BY BOARD MEMBERS Except for those specific functions and duties set out in clause 12, and those assigned to the Chief Executive and Principal and the Clerk set out in clauses 16 and 17, the Board of Governors may delegate any of their powers or functions to a committee or committees, and, if they do, they must determine the terms and conditions on which the delegation is made. The Board of Governors may at any time alter those terms and conditions, or revoke the delegation. This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the Board of Governors, but is subject to the following requirements: A committee may consist of two or more persons but at least one member of each committee must be a Board member; The acts and proceedings of any committee must be brought to the attention of the Board of Governors as a whole as soon as is reasonably practicable; and The Board of Governors shall, from time to time, review the arrangements which they have made for the delegation of their powers. In particular, the Board of Governors shall establish a committee, to be known as the audit committee, to advise on matters relating to the Board of Governors audit arrangements and systems of internal control. 23. MEETINGS AND PROCEEDINGS OF BOARD OF GOVERNORS Calling meetings (v) Subject to sub-clauses - of this clause 23, all meetings shall be called by the Clerk, who shall, at least seven calendar days before the date of the meeting, send written notice of the meeting and copy of the proposed agenda to the Board of Governors. If it is proposed to consider at any meeting the remuneration, conditions of service, conduct suspension, dismissal or retirement of the Clerk, the Chair, shall, at least seven calendar days before the date of the meeting, send a copy of the agenda item concerned, together with any relevant papers to the Board. A meeting of the Board, called a special general meeting, may be called at any time by the Chair, or at the request in writing of any four members other than staff members. Where the Chair, or in his/her absence, the Vice-Chair, decides that the there are matters requiring urgent consideration, the written notice convening the special general meeting and a copy of the proposed agenda may be given within less than seven calendar days. A special meeting may, but need not, be held immediately before or after an ordinary meeting. 20

21 Procedure at meetings Every Board member shall act in the best interests of the College and shall not be bound to speak or vote by mandates given by any other body or person. No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum for Board meetings up until the first Annual General Meeting shall be four Board members. Thereafter, five Board members, (excluding staff and student/learner Board members) shall be the quorum. A Board member shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote. Questions arising at a meeting shall be decided by a majority of those eligible to vote. In the case of an equality of votes, the chair shall have a second or casting vote. Participation in meetings by electronic means A meeting may be held by suitable electronic means agreed by the Board of Governors in which each participant may communicate with all the other participants. Any Board member participating at a meeting by suitable electronic means agreed by the Board of Governors in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting. Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes. 24. SAVING PROVISIONS Subject to sub-clause of this clause 24, all decisions of the Board of Governors, or of a committee of Board of Governors, shall be valid notwithstanding the participation in any vote of a Board member: Who was disqualified from holding office; Who had previously retired or who had been obliged by the constitution to vacate office; or Who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise; if, without the vote of that Board member and that Board member being counted in the quorum, the decision has been made by a majority of the Board of Governors at a quorate meeting. Sub-clause of this clause 24 does not permit a Board member to keep any benefit that may be conferred upon him or her by a resolution of the Board of Governors or of a committee of Board of Governors if, but for clause, the 21

22 resolution would have been void, or if the Board member has not complied with clause 7 (Conflicts of interest and Conflicts of loyalty). 25. EXECUTION OF DOCUMENTS The College shall execute documents either by signature or by affixing its seal (if it has one). A document is validly executed by signature if it is signed by at least two of the Board of Governors. If the College has a seal: It must comply with the provisions of the General Regulations; and It must only be used by the authority of the Board of Governors or of a committee of Board of Governors duly authorised by the Board of Governors. The Board of Governors may determine who shall sign any document to which the seal is affixed and unless otherwise determined it shall be signed by two Board members. 26. USE OF ELECTRONIC COMMUNICATIONS General The College will comply with the requirements of the Communications Provisions in the General Regulations and in particular: The requirement to provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form; and any requirements to provide information to the Commission in a particular form or manner. To the College Any member or Board member of the College may communicate electronically with the College to an address specified by the College for the purpose, so long as the communication is authenticated in a manner which is satisfactory to the College. By the College Any member or Board member of the College, by providing the College with his or her address or similar, is taken to have agreed to receive communications from the College in electronic form at that address, unless the member has indicated to the College his or her unwillingness to receive such communications in that form. The Board of Governors may, subject to compliance with any legal requirements, by means of publication on its website a. Provide the members with the notice referred to in clause 11 (Notice of general meetings); b. Give Board members notice of their meetings in accordance with clause 23 (Calling meetings); and 22

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