Corporate Information

Relating to the business and proceedings of Wakefield College Corporation

1 Preface

These Standing Orders are based on, and should be read in conjunction with, the Instrument and Articles of Government. Every member of the Corporation shall be bound by these Orders.

These revised Standing Orders were recommended by the Search Committee and approved by the Corporation on 20 October 2009.

2 The Corporation

2.1 Composition of the Corporation

• The Corporation shall determine from time to time the number of members of the Corporation within the framework detailed in clause 2 of the Instrument.

2.2 Appointment of Members

• The appointment of members shall be in accordance with clause 5 of the Instrument.
• Recommendations for the appointment of external members shall be through the Corporation’s Search Committee, who may consult with other parties, as appropriate.
• Members of the Corporation shall not be bound in their speaking and voting by mandates given to them by other bodies or persons, and must act in the best interests of the Corporation.

2.3 Appointment of Chair and Vice Chair

• At the last meeting before the expiry of the term of office of the Chair or Vice Chair, or following the resignation or removal from office of the Chair or the Vice Chair, the members shall appoint or confirm the Chair and Vice Chair from among their number.
• All nominations shall have a proposer and a seconder.
• In the event of more than one nomination, an election will be held by secret ballot or by show of hands as decided by those present.
• The Chair and Vice Chair shall hold office for two years.
• At the end of the term of office the Chair and Vice Chair shall be eligible for re-appointment.
• The Vice Chair is appointed with their and the Board’s expectation that they will succeed to the position of Chair in due course.
• If both the Chair and Vice Chair are absent from any meeting of the Corporation, the members shall choose one of their number to act as Chair for that meeting.
• The Chair and Vice Chair may at any time resign their respective offices by notice in writing to the Clerk to the Corporation.
• The Principal and any other staff or student member shall be ineligible to be appointed as Chair or Vice Chair of the Corporation.

2.4 Eligibility

• A person under the age of 18 may not be appointed to the Corporation unless nominated as a student member.
• Staff and students of the College are ineligible for appointment to any category other than that of staff or student.
• The Clerk to the Corporation is ineligible to be a member.
• The circumstances defined in clause 8 paragraphs (5) to (9) of the Instrument relating to bankruptcy and the serving of a prison sentence shall apply.
• The Principal and staff members shall cease to be members on leaving the College.
• The student members shall cease to hold office:
  - at the end of their term of office as Students Union officials or the academic year in which s/he ceased to be a student or at such other time in the year after s/he has ceased to be a student as the Corporation may determine; or
  - if s/he is expelled from the institution.

2.5 Term of Office

• The term of office for members shall not exceed four years, with the exception of the student member who shall normally hold office for one year only.
• Members retiring at the end of their term of office shall be eligible for re-appointment.
• A member may resign at any time by giving notice in writing to the Clerk to the Corporation.
• If at any time the Corporation is satisfied that any member:
  - has been absent from meetings of the Corporation for a period longer than 6 consecutive months without the permission of the Corporation; or
  - is unable or unfit to discharge the functions of a member, the Corporation may, by notice in writing to that member, remove him/her from office, and thereupon the office shall become vacant.

2.6 Allowances to Members

• The reimbursement of travelling/subsistence shall be available to members for attendance at governor meetings, development programmes, and for meetings where members are representing the Corporation.
• The Corporation shall have the power to pay to members such other allowances as they may determine.
• The rates of reimbursement shall usually be at the equivalent of standard class public transport rate.
• The cost of the support and development programme shall be borne by the Corporation.
• The incurred sundry amounts shall require the Chair’s or Vice Chair’s authorisation for reimbursement.
• Members may not be paid remuneration for their services, other than as a member of the staff of the College.
• The Clerk to the Corporation shall maintain a record of reimbursement for internal and/or external audit use, National Provider Financial Assurance Team reviews and the National Audit Office.
• Members should contact the Clerk to the Corporation who shall make the necessary arrangements for the reimbursement of expenses incurred.

2.7 Code of Conduct

• Members of the Corporation shall abide by the provisions of the members’ Code of Conduct as approved by the Corporation and adopted by members.

2.8 Correspondence

• All correspondence for members shall be addressed to the Clerk to the Corporation.
• The Chair of the Corporation, in consultation with the Clerk, shall respond to incoming correspondence on behalf of the Corporation.

2.9 Application of the Seal

• The application of the seal of the Corporation shall be authenticated by the signature of:
  -     the Principal
  -     any member of the Finance and Capital Committee who is not also a member of staff.

3 Meetings

3.1 Schedule of Meetings

• The Clerk shall ensure that there is a forward timetable of meetings of the Corporation and its committees.
• The Corporation shall meet at least four times each year.
• All meetings of the Corporation and its committees, except where it is proposed to consider the remuneration, conditions of service, conduct, suspension, dismissal or retirement of the Clerk to the Corporation, shall be summoned and serviced by the Clerk who shall ensure that the notice of the meeting with the agenda and related papers is sent to members seven days in advance of the meeting.
• Where it is proposed to consider the remuneration, conditions of service, conduct, suspension, dismissal or retirement of the Clerk to the Corporation, the Chair (and not the Clerk) shall, at least 7 calendar days before the date of the meeting, send to the members a copy of the agenda item concerned together with any relevant papers.

3.2 Quorum

• Meetings of the Corporation shall be quorate when 40% of the total membership of the Corporation, including current vacancies, is present.
• The rules on quorum apply at any point during the meeting.
• The Clerk shall keep a note of attendance, including any changes which take place during the meeting, and shall inform the Chair immediately should the meeting become inquorate.
•  If the meeting becomes inquorate, it should normally be ended and the Chair shall, if s/he thinks fit, cause a special meeting to be summoned as soon as it is convenient to do so.

3.3 Agendas

• The agenda for a meeting of the Corporation or one of its committees is drawn up by the Clerk and discussed with the relevant Chair and the Principal.
• Any individual member may request that an item be included on an agenda. Such items shall be forwarded to the Clerk to the Corporation no less than 10 working days before the date of the meeting. The Clerk shall inform the relevant Chair and the Principal of items proposed through this route before the agenda is finalised.
• Members wishing to discuss items of an urgent nature which have arisen since the circulation of the agenda must declare that intention to the Chair at the start of the meeting.

3.4 Consideration of Confidential Business

• Items which the Corporation, and its committees, will consider as confidential are those containing:
  - personal information relating to individual employees or potential employees;
  - personal information relating to a Governor or applicant for Governor;
  - personal information relating to individual students or potential students;
  - information relating to the financial and business affairs of people or companies who are providing, or seeking to provide, goods or services to the College or Corporation;
  - information furnished to the College or Corporation by a recognised authority (e.g. Government department) on terms which forbid the disclosure of the information to the public;
  - commercially sensitive information;
  - information on action likely to lead to a prosecution.
• When the timing of the release of information is sensitive, the item will be issued with an embargo on discussion prior to the meeting. The decision to release the item or require it to remain confidential will be taken by the Committee or Board at the meeting.
• The Corporation, and its committees, may also consider an item as confidential not listed above should the Chair, in consultation with the Principal, determine that it is confidential due to its specific nature.
• Papers submitted as confidential to the Corporation or its committees should clearly state the reasons for confidentiality.
• Where, following consideration of an item, the Corporation and its committees decide to classify an item as confidential, the confidentiality criteria will be clearly recorded on the item.
• Confidential items will be reviewed on an annual basis to determine whether the information should now be released into the public domain. This review will be undertaken by the Clerk to the Corporation on an annual basis with the Chair of the Corporation.

3.5 Minutes

• At every ordinary meeting of the Corporation the minutes of the last meeting shall be taken, and, if agreed to be accurate, shall be signed by the Chair as a true record.
• Any change proposed to the minutes is subject to agreement by the majority of those members present at the meeting which is considering the draft minutes and who were also present at the meeting of which the minutes are under consideration. This process cannot be used to reverse a previous decision.
• Separate confidential minutes shall be taken of those parts of meetings from which students or staff members or Clerk to the Corporation have been excluded. Those who have withdrawn shall not be entitled to see the minutes of that part of the meeting or any papers in relation thereto.
• At every ordinary meeting of the Corporation there shall be reported the minutes of committees which have met since the previous Corporation meeting.

3.6 Chair’s Action

• The Chair of the Corporation, or in his/her absence the Vice Chair, following consultation with the Principal, is authorised to:
  - act on behalf of the Corporation between meetings on such matters that are deemed urgent;
  - sign routine documents on behalf of the Corporation;
  - agree aspects of implementation of matters already agreed by the Corporation.
• The Corporation accepts corporate responsibility for any action taken by the Chair through this means.
• The Clerk shall record any action taken between meetings and include action of a significant nature as an agenda item at the next ordinary meeting of the Corporation.

3.7 Voting

• Questions to be decided at a meeting of the Corporation shall be determined by a majority of votes cast by members present and entitled to vote on the question. The Chair shall normally ask members for their agreement to the proposal in question at the conclusion of a discussion, and only call for a formal vote when either:
  - there is a clear expression of dissent; or,
  - the matter is of particular significance; or,
  - a vote is requested by an individual member of the Corporation.
  The numbers voting for and against a proposal in any formal vote shall be recorded in the minutes.
• Where there is an equal division of votes, the Chair (or in his/her absence, the Vice Chair) shall have a second or casting vote.
• Once a matter is determined, individual members are bound by the collective decision of the Corporation.
• A member may not vote by proxy, nor by post.
• The Corporation shall decide the circumstances in which a secret ballot be held, or in which the names of those voting for and against a proposal be recorded.
• A student member who is under 18 years of age at the time of the meeting may not vote on any question involving the Corporation in committing expenditure, making contract or incurring debt or liability.
• No resolution of the members can be rescinded or varied at a subsequent meeting of the Corporation unless its reconsideration appears on the agenda for that meeting. In this case, the fact that there is a proposal to vary or rescind a previous decision must be indicated.

3.8 Withdrawal from Meetings

• Except as provided by clause 14(5) of the Instrument of Government, a member of the Corporation who is a member of the staff of the College shall withdraw:
  - from that part of any meeting of the Corporation or any committee of the Corporation at which staff matters (that is the remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of staff) relating solely to that member of the staff are to be considered;
  - from that part of any meeting of the Corporation or any committee of the Corporation at which his/her reappointment or the appointment of his/her successor is to be considered;
  - from that part of any meeting of the Corporation, or any of its committees at which the matter under consideration concerns the pay or conditions of service of all members of staff, or all members of staff in a particular class, where the member of staff is acting as a representative (whether or not on behalf of a recognised trade union) of all members of staff or the class of staff (as the case may be); and
  - if so required by a resolution of the other members present, from that part of any meeting of the Corporation or any of committee of the Corporation at which staff matters relating to any member of staff holding a post senior to his own are to be considered.
• Except as provided by clause 18(3) of the Articles of Government, a student member shall withdraw from that part of any meeting discussing his or her own conduct, suspension or expulsion.
• When there is consideration of staff matters relating to a member or prospective member of staff, a student member shall:
  - take no part in the discussion or vote; and
  - withdraw from the meeting, if requested to do so by a majority of the members, other than the student member.
• The Clerk to the Corporation shall withdraw from that part of any meeting of the Corporation or any committee of the Corporation at which his/her remuneration, conditions of service, conduct, suspension, dismissal or retirement in his/her capacity as clerk are to be considered.
• If the Clerk is a member of the staff of the institution, s/he shall withdraw in any case where s/he would be required to withdraw if s/he were attending as a member of the Corporation.
• If the Clerk to the Corporation withdraws from a meeting or part of it the Corporation or committee shall appoint from their number, other than the Principal, a person to act as Clerk to the Corporation or the committee for the duration of such a meeting or part of a meeting.

3.9 Special Meetings

• Special meetings can be convened either:
  - by the Chair; or,
  - by written request from any five members of the Corporation.
• Arrangements for the calling of the meeting are through the Clerk. Written notice and an agenda are required, but may be sent with less than the normal notice period at the direction of the Chair or Vice Chair. Where a meeting has been called by five or more members, the Clerk should request written confirmation of the business they wish to have discussed.
• The agenda for special meetings consists only of apologies for absence and the one item in question.
• All rules contained within these standing orders apply equally to special meetings.

3.10 Declaration of Personal Interest

• Any member who has a financial interest or other interest as specified by the Corporation in any matter under discussion by the Corporation must:
  - declare the nature and extent of that interest;
  - not take part in the discussion;
  - not form part of the quorum;
  - not vote.
• The declaration of the interest shall be recorded in the minutes.
• The declaration of the interest is the responsibility of the individual member. However, if the Clerk has reason to believe that a member has an interest that may need to be declared in relation to a particular matter, the Clerk should draw this to the attention of the Chair and the member concerned before or during the meeting.
• The Clerk shall keep a Register of Interests of the members of the Corporation and related parties, which shall be completed by members on appointment and thereafter updated annually at the first meeting of the Corporation in each College year.
• The Register shall be made available during normal office working hours at the College to any person wishing to see it.
• It is the responsibility of individual members to inform the Clerk during the year should there be any changes to their registered declaration.
• Members should not accept gifts, hospitality or benefits of any kind from a third party which might be seen as compromising their personal judgement, objectivity or integrity.
• Members shall not allow any conflict of interest to arise which might interfere or be perceived to interfere with the exercise of their independent judgement.
• This shall not prevent the members of the Corporation considering and voting upon proposals for the Corporation to insure its members against liabilities incurred by them arising out of their office or the Corporation obtaining such insurance and paying the premium.

3.11 Public Access to Meetings

• In accordance with clause 16 of the Instrument, any question whether any person who is not a member of the Corporation or the Clerk to the Corporation should be allowed to attend a meeting of the Corporation shall be determined by the Corporation.
• The Corporation may hold one meeting each year, to be known as the Annual Public Meeting, which is open to members of the public.
• The Corporation often discusses business that is confidential in nature. It also feels that free and frank discussion of members may be inhibited by the presence of members of the public. Therefore, members of the public will normally not be allowed to attend meetings of the Corporation and its committees.

3.12 Publication of Agendas, Papers and Minutes

• The Clerk shall ensure that agendas and minutes of a non-confidential nature relating to meetings of the Corporation and its committees shall be posted on the College website. In addition, the Clerk shall also ensure that agendas, papers and minutes are available for public reference at the College during normal office working hours upon request to the Clerk to the Corporation.
• The Corporation shall review regularly all confidential material and make any such material available for inspection where it is satisfied that the reason for dealing with the matter on a confidential basis no longer applies, or where it considers that the public interest in disclosure outweighs that reason.

3.13 Prize Funds

• Where funds are bequeathed to the College for the purposes of bestowing prizes, bursaries and the like, arrangements shall be made to distribute those funds in accordance with the wishes of the benefactor(s).
• The operation of the Fund shall be managed within the framework required of a registered charity.

4 Committees

4.1 Appointment of Committees

• All committees established by the Corporation shall operate within the broad principles detailed in these Standing Orders.
• The quorum for meetings of the committees of the Corporation are specified in each committee’s terms of reference.
• In accordance with clause 4 of the Articles of Government and in line with the Financial Memorandum, the Corporation has established the following committees:
  - Audit
  - Finance and Capital
  - Remuneration
  - Search
• The Corporation may establish such other committees as may be required for any purposes or function, other than those assigned elsewhere in the Articles to the Principal, and may delegate powers to such a committee or to the Chair of the Corporation or to the Principal.
• It shall be permissible for the Chair of a Committee to convene an emergency meeting of that Committee by giving less than 7 days’ notice, if in the reasonable opinion of the Chair, there are matters which demand urgent consideration.

4.2 Membership of Committees

• The Search Committee shall advise the Corporation on the membership of committees of the Corporation, normally at the first meeting of the Corporation in each College year.
• The Terms of Reference for each Committee outline arrangements for the appointment of Chairs and Vice Chairs of those Committees.

5 Staff Appointments

5.1 Senior Staff

• The Corporation shall be responsible for the appointment, grading, suspension, dismissal and determination of the pay and conditions of service of the holders of senior posts.
• The senior postholders of Wakefield College Corporation are:
  - the Principal
  - the Deputy Principal: Finance and Resources
  - the Clerk to the Corporation
• The selection panel for the appointment to the post of Principal shall comprise a minimum of 5 members of the Corporation, including the Chair and/or Vice Chair.
• For other senior postholders, the panel shall comprise a minimum of 4, made up of 3 Corporation members and the Principal.
• The duties of these

5.2 Staff Other Than Senior Staff

• • The Corporation shall be responsible for setting a framework for the pay and conditions of service of all other staff.
  The Principal shall be responsible for the appointment, assignment, grading, appraisal, suspension, dismissal and determination, within the framework set by the Corporation, of the pay and conditions of all other staff.