Ordinance 9: Standing Orders of Senior University Committees

In line with the Charter and Statutes of the University, the Standing Orders are approved by the University Council, on the recommendation of the Senate for those sections relevant to the Senate. Senior University Committees denotes, the Council, the Senate and the Court. The majority of the general sections in this Ordinance will apply to the Senate and the Council subcommittees and to the University Executive Board (UEB) and its committees and groups.

9.2 This Ordinance may be amended or repealed by the Council, on the recommendation of the Senate.

9.3 ‘Must’ is used in the Ordinance for mandatory matters; ‘should’ is applied where a provision is strongly recommended, and ‘may’ where desirable and considered effective practice. Variance from, and suspension of, this Ordinance is allowed for minor, specific matters only, on the approval of the committee applying its provisions. The Chair and Secretary of the Committee must consult the University Secretary or their team for a decision where they have queries about the nature or implications of any variance from the Standing Orders.

Definitions and descriptions of key deliberative and decision-making bodies

9.4 The University's decision-making and review bodies must fall within the following definitions and titles:

Name	Definition
The Council	The governing body and trustee board of the University, whose members are trustees and which in legal terms is the ultimate decision-making body. The Colleges of the University also have councils which amount to their governing bodies; these do not have a relationship to the University Council.
Court	A regional civic representative forum chaired by the Chancellor, charged with appointing the Chancellor.
The 'Board'	The University Executive Board (UEB), chaired by the Vice-Chancellor, responsible for the executive management and leadership of the University.
Boards	Other 'Boards' exist as formal decision-making bodies within the University, including at a senior organisational level such as 'Faculty Executive Boards' or 'Boards of Studies.'
The Senate	The primary academic advisory and decision-making body of the University.
Committees	Formal decision-making and review bodies which must report into a parent body (ie the Council, the Senate, UEB). These are sometimes referred to as subcommittees, and may also have designated sub-groups or committees reporting into them. Committees may also be faculty or departmental in location. Joint Committees are those reporting to/ comprising membership of more than one, but not normally more than two bodies (ie, the Council and the Senate) drawing representatives from each body. Committees are empowered to set up sub-groups on a permanent and task and finish basis, and may work closely with other committees and bodies, including through a referral rather than a reporting relationship.
Groups	These are usually less formal advisory or 'task and finish' in nature, as sub-groups of University Executive Board (UEB), or other committees such as of the Senate or the Council. They may be called Project, Steering, Working, Advisory, Task and Finish Groups, for example.
Panels	A focused group set up for a specific purpose, eg Selection Panels, Assessment Panels.
Forums	These tend to be advisory gatherings to share good practice and disseminate ideas, and by nature are less formal.

9.5 Meetings must be held ‘physically’ (ie in person), virtually (by video conferencing such as Zoom) or as a mixture of the two, to facilitate flexibility of scheduling and attendance.

9.6 An ‘Ordinary’ meeting refers to a meeting to review and decide upon scheduled business in line with a committee’s published calendar and cycle. ‘Ordinary’ as a prefix does not need to be used in the title of such meetings unless there is a need to designate it as distinct from an ‘Extraordinary Meeting.’

9.7 An 'Extraordinary' Meeting must be set up where specific and/or urgent business needs to be considered outside a committee's schedule calendar and cycle. No business must be considered outside a committee's scheduled calendar and cycle. No business must be considered at an Extraordinary Meeting except that which gives rise to the meeting and is specified within the notice of meeting issued by the committee secretary. The term 'Special' Meeting may be used and has the same meaning as an Extraordinary Meeting.

9.8 Ordinary and Extraordinary Meetings may be constituted as 'joint' meetings of the Council and the Senate, or of their committees, where required.

Terms of Reference and Membership

9.9 All committees must have approved and published terms of reference comprising defined membership categories, which are:

i. subject to annual review by the body itself, normally at the start of the academic year and no later than the end of the calendar year, with any proposed changes to terms of reference and membership, subject to scrutiny by the chair, the committee secretary and the committee, with full consideration of the impact on other committees, members and the ‘parent’ body. Material changes may be proposed and effected during the year where it is beneficial to do so;

ii. approved by the parent committee at its next meeting following recommendation of the changes. In the case of the Council committees, Constitution and Nominations Committee must review proposed amendments ahead of presenting to the Council for approval. Minor changes such as to role titles or to wording which is simply clarificatory can be made by the committee without onward approval by the parent committee.

9.10 The constitution and membership of the Council is in the Statutes, and of the Senate and the Court in the Ordinances.

9.11 Each formal committee must have a constitution which accompanies its terms of reference. One or more (rather than all of the below) categories (where relevant) should be applied to describe each formal committee's membership:

Name	Definition
Members	Those who have full contribution, decision-making and voting rights (the opposite to 'attendees')
Ex officio members	Membership by virtue of holding a specific position in the University. The term of office of such roles is normally coterminous to the role-holder's primary University role.
Independent members	The external members of a committee (principally applied to The Council and its committees and formerly termed ‘lay’ members) who are neither staff nor students of the University and must form a majority of members of the Council. Other bodies may also have independent (lay) members as required.
Co-opted members	Independent members (normally of a Council committee) who are not Independent members of the Council. Other bodies may also have co-opted members.
Elected members	Members appointed by means of an election (normally from amongst a constituency).
Nominated members	Members nominated by an individual or group, normally drawn from a designated group of staff.
Representatives	Often used interchangeably with elected or nominated members, where an individual drawn from a designated body holds a place on a committee (eg academic staff representative, student representative, trade union representative).
Attendees	Individuals in attendance are not members of a committee and hold none of the rights of members, but are present to advise or be accountable to that body.
Observers	Individuals invited as committee guests, with the same status as attendees, but who are not normally expected to contribute to discussions.

9.12 Committee membership must be proportionate to the nature and scale of the business overseen by the body. The majority of formal committees are not intended to be wholly representative of all University stakeholders who may have a view or position on the work of the committee. Unduly large numbers of members should be avoided unless there is a constitutional requirement for this.

9.13 Committee membership vacancies which fall due to the early departure of a member before the end of their term should be filled in a timely manner. However, this should be balanced with being pragmatic (ie it would be acceptable to defer holding an election as a one-off exercise for a single vacancy on a large body comprising multiple elected members until the next appropriate point at which multiple vacancies would be filled).

9.14 Diversity and inclusion must be considerations for committee membership, including race, disability, age, gender, sexual orientation and gender diversity. The Senate and the Council must be ‘gender balanced’ based on a 60:40 ratio (ie male or female membership should not fall below the threshold of 40% of members). Gender diversity more widely should also be a consideration.

9.15 The Council and the Senate are empowered to request that a review of any of its committees’ terms of reference, membership or reporting takes place.

Election and nomination of members

9.16 Elections of members to committees comprises the holding of an anonymous ballot - normally online - to elect one or more candidate(s) drawn from and voted by an eligible constituency within the University. Elections must be conducted with fairness, probity and independence, with clear and published timetables for each stage of an election. For the Council and the Senate elections, an individual is not eligible for re-election until one year has elapsed from the end of the previous term of office to which they were elected.

9.17 Nominations to a committee is where an individual is put forward from a specific group of individuals, and approved by the committee, or its parent body as appropriate. The chair of the committee from which nominations are made may make an initial recommendation and have the casting vote on nominations put forward.

9.18 A University Regulation governs elections and nominations to the Council and the Senate, which is managed through the University Secretary as Returning Officer.

Terms of office

9.19 Other than for ex officio membership, a three-year term of office normally applies for members of a committee, which may be subject to renewal. General exceptions to a three-year term on the Council, the Senate and their committees, includes:

i. student sabbatical officer terms which are for one year, renewable for one further year;

ii. in the case of elected members an individual is not eligible for re-election until one year has elapsed from the end of the previous term of office to which they were elected.

9.20 A Council independent member’s term of office is for a maximum of nine years as set out in the Statutes.

9.21 The Senate terms of office are as follows:

i. coterminous with their primary University role for ex officio members;

ii. a three-year term for Heads of Department or School nominated to the Senate, or a shorter timeframe if the remaining four-year term of appointment as a HoD is for less than three years). Terms on the Senate for these role-holders may be extendable in exceptional circumstances on a short-term basis, ie six months, with good reason and at the approval of the Senate. Where an individual’s term as a HoD is extended, the Dean of the Faculty will have the final say on whether they wish an individual HoD to remain as a nominee on the Senate, seeking advice from the University Secretary;

iii. a three-year term for elected and other nominated staff and student membership categories on the Senate, unless the term of the role on the basis of which they are elected or nominated is less.

9.22 An appointment start date of 1 August is used for elected and nominated memberships for the Council, the Senate and other committees. However, this default date may be varied where it is pragmatic to do so, to:

i. enable appointments throughout the year which reflect the actual date a person may reasonably be elected or nominated, and facilitate staggered terms of office;

ii. ensure a full three-year term remains for appointments where vacancies arise and are filled after the default date;

iii. align most effectively to a committee’s schedule of business.

9.23 Any member of a University committee, other than those holding ex officio membership (and who are not leaving the University) may resign at any time agreeing a resignation date by writing to the chair and secretary of the committee. Leave of absence from committee membership may be granted in exceptional circumstances, at the discretion of the chair.

9.24 Use of named alternates or proxies for committee members who are unable to attend a meeting is not advised, but may be used provided that the member who would be absent has sought the permission of the committee chair and/or secretary in advance of the meeting, for a named substitute to join the meeting.

Key committee role-holders

9.25 All formal committees must have a chair^[1] who is a named individual who leads the committee, appointed by the committee from amongst its membership, and approved by the parent committee as part of its membership. The main responsibilities of the Chair are set out in a separate appendix.

9.26 The role-holder of chair, where this is not ex officio, should be subject to annual review (this can be as part of the annual review of terms of reference and need not be a standalone exercise each year, but must be subject to scrutiny on a periodic basis).

9.27 In circumstances where deemed necessary, committees of the Senate, the Council and other bodies may be formally co-chaired where no restriction exists in the Charter, Statutes or Ordinances or external regulatory requirements (the Council and the Senate are excluded from this). Co-chairs may operate by rotation between or within a given meeting.

9.28 There should be a named Vice-Chair or Deputy Chair of a committee to deputise and assume all the powers and duties of the Chair in their absence, or in the event they need to recuse themselves from all or part of a meeting. The Vice-Chair of:

i. the Council would normally be one of the Pro-Chancellors other than the Chair, and would always need to be an independent Council member;

ii. the Finance Committee is the Deputy Treasurer;

iii. the Senate is the Deputy Vice-Chancellor and Provost;

iv. Court is one of the Pro-Chancellors.

9.29 The University Secretary is ex officio Secretary to The Council, Court and The Senate.

Meeting cycle and frequency

9.30 Committee meeting cycles:

1) should be scheduled and communicated one academic year in advance;

2) must include sufficient notice of the date, time, locations and any video-conferencing links for an Ordinary meeting of a committee being given of all members of a committee.

9.31 Given the statutory nature of these bodies:

1) the Council and the Senate are required to hold a minimum of three ordinary meetings per academic year, spread as evenly as possible, but more importantly scheduled to reflect the timing of business which needs to be discussed and decided upon;

2) the Court of the University is required to hold at least one meeting each calendar year, known as its Annual Meeting, with no more than 15 months between meetings.

9.32 Where there is no substantive business to discuss or decide upon at a scheduled meeting, it should be deferred or cancelled under the instruction of the chair. See Chair’s Actions and Written Resolutions section of these Standing Orders.

Meeting agendas, papers and minutes

9.33 Committee agendas for the Council and the Senate must follow the University template and structure, and:

i. be drafted by the Secretary and confirmed with the Chair, consulting sponsors and authors of committee papers/items;

ii. reflect the wider business cycle for the committee as shared with the committee;

iii. contain key information, including the date, time, location and other key information about the meeting, whether physical or virtual or both, with headings and follow a template where provided, with clear item description, coding and numbering;

iv. be published, subject to the University’s Code of Practice on Committee Transparency.

9.34 Formal meetings must require preparation of effective committee papers/items approved by senior staff sponsor(s) of the item, reflecting the advice of other colleagues. Committee papers must:

i. be concise, clear, risk and evidence-based, consulted on ahead of circulation, and accompanied by a clear cover sheet following University requirements or guidelines;

ii. have clear headings and follow a template where provided, with clear item description, coding and numbering, and item classification in line with the Code of Practice on Committee Transparency.

9.35 All formal committees require timely production of minutes of each meeting, or written resolutions and Chair’s Actions taken outside the meetings, for formal confirmation/approval at the committee’s next meeting. Minutes are categorised as:

• Draft: as initially written by the committee secretary
• Unconfirmed: agreed by the Chair
• Confirmed: formally approved by the committee as an accurate record ahead of/at its next meeting.

Where unconfirmed minutes are not circulated to the committee membership ahead of the next meeting, there must be a timely circulation of key decisions and actions on a need-to-know basis. Separate guidance exists on the production, circulation and publication of minutes (redacted where required) in line with the Code of Practice on Committee Transparency.

9.36 The generic deadlines for receipt and circulation of finalised meeting committee papers should be adhered to as follows:

1) submitted to the committee secretary 10 days before the date of the meeting;

2) circulated by the committee secretary to committee members no less than five working days ahead of the scheduled meeting.

Meeting management and conduct

Quoracy

9.37 To be quorate a minimum number of formal committee members must be present at a meeting (physically, virtually or in combination) for decisions made to be valid. The quorum for a committee should be 50% plus one of its members (the ‘plus one’ means that arithmetical 50% being rounded up to the nearest whole number), discounting vacancies, unless otherwise specified.^[2]

9.38 For some committees, quoracy must be informed by ensuring that there is a spread of representation from each of the membership categories. For example, for quoracy to be reached at Council the majority of those present at the meeting must be independent members.

9.39 Where a quorum is not reached at the start of the meeting, no business shall be undertaken other than to adjourn the meeting. Where a meeting is adjourned, the business unable to be considered due to the inquorate meeting may form part of: [a] a meeting later that day if the meeting goes into recess until a quorum is achieved [b] convening a subsequent scheduled Ordinary Meeting which includes the adjourned business [c] holding an Extraordinary Meeting solely to discuss adjourned business [d] covering the adjourned business by written resolution or Chair’s Action. The options under [d] must not be used where multiple, non-standard decisions need to be taken.

Decision making

9.40 The types of formal decision (ie an ‘approval’ rather than generation of an action):

i. Resolution: a ‘resolution’ must be recorded as formal approval of a strategy, plan, policy or formal report, contract or other transaction. A Special Resolution is one of heightened significance, requiring not less than three-quarters of the Committee’s membership present and in favour to pass it.

ii. Written Resolution: is a means of approving urgent matters for decision ‘by circulation’ where neither an Ordinary or Extraordinary Meeting takes place. A written resolution has the same standing and criteria as a resolution made at a meeting, but the means of securing it is in writing (ie via electronic means and when passed by means of a written response to a formal proposal from members seeking approval) as if a meeting had taken place. A written resolution shall be as valid and effective as if it had been passed at a meeting. A simple majority of members of the Committee are required to approve a written resolution, unless it is a Special Resolution which would not be passed in this form unless there was exceptional reason to do so. A written resolution must be accompanied by:

• • a clear and full statement or item setting the context, basis and recommendation sought as would be expected in a convened meeting;
  • a record of responses to the written resolution and any queries raised and resolved in the course of it being passed, maintained by the committee secretary;
  • production by the committee secretary of a minute as would be produced for an item discussed and decided upon in a convened meeting and for presenting to the next convened meeting.

iii. Chair’s Action: is where the committee chair gives approval to a decision on behalf of the committee. Chair’s Action must normally be reserved for standard, routine or one-off transactions and decisions, which are not strategically or operationally significant enough to merit a collective committee decision. The same production and recording requirements for a written resolution apply.

9.41 Any perceived or actual conflicts of interests of committee members or attendees should be disclosed to the chair and/or secretary of the committee as soon as it comes to light in relation to any item of business on the agenda or arising from a meeting. The interest should be disclosed to the entire meeting, managed appropriately in line with the University Policy and recorded in the minutes.

9.42 All committee members must conduct themselves with probity and accountability and committees and their members should take decisions in the best interests of the University, through reaching consensus where there is not clear agreement. A material point of dissent made by one or more committee members on a position or decision must be recorded anonymously in the minutes, unless the member(s) concerned express a desire for disclosure.

9.43 In circumstances where consensus is unable to be reached, the chair may call a vote. The University does not operate a formal ‘motions’ model (ie as seen in Robert’s Rules). Where voting does take place in a meeting it must be:

• by show of hands in the interests of transparency when an Ordinary Meeting takes place in person
• by electronic voting by video-conferencing, which by default will normally be confidential as to the way in which members voted
• by a mix of the above methods if the meeting is held in a hybrid format
• by secret ballot in the event that this is specifically requested or determined due to the sensitive or confidential nature of the topic being voted.

The minutes must record who voted in the meeting, the outcome of the vote (including percentages ‘for’ and ‘against’ and other options) and any abstentions. Where there is a tied vote (ie an equal number of votes cast for each option/position), the chair must have the casting vote.

9.44 Where the nature of decision is particularly sensitive or significant, and agreement cannot be reached by members of the committee, the chair may put a recommendation to the committee to make:

i. minor adjustments to the proposed recommendation for collective approval and recording of such in the meeting;

ii. refer the item for adjustment to be brought back to a future Ordinary or Extraordinary Meeting OR for written resolution of the Committee where time-critical.

¹ The University does not default to use of the term 'chairman' to describe a chair of any gender. 'Chair' or 'chairperson' should be used.

² A number of bodies still refer to one-third membership to achieve quoracy and that may still apply.