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A minimum of five ordinary meetings of the Court shall be held between the months of October and June each year on such days and at such times as the Court shall from time to time determine, such determination to be made no later than six months in advance of the first such ordinary meeting. One of these meetings will focus mainly on strategic issues.

Extraordinary meetings may be called on the instructions of the Chair, the Vice- Chair or on a requisition signed by not less than five members.

The Secretary to the Court shall issue notice of a meeting of the Court in writing to members and other persons who are to be in attendance at the meeting (including, without limitation, senior management, senior administrative staff and external advisers) five days’ prior to each meeting (and shall use reasonable endeavours to do so seven days prior to each meeting).

In the case of members and senior management who are to be in attendance at the meeting, the notice shall specify the date, time and place of the meeting, the agenda and the business to be considered. In the case of other persons who are to be in attendance at the meeting, the notice shall specify the date, time and place of the meeting, and such other information as is necessary for the purposes of their attendance at the meeting.

Where such notice is not given, the meeting may only proceed upon the suspension of this standing order in accordance with standing order 18.

The agenda for ordinary meetings (other than the meeting focussing mainly on strategic issues) of the Court shall include the following agenda items:

1. Apologies for absence.

2. Conflicts of Interest.

Members shall declare any matter which is, or which might be reasonably likely to give rise to, a conflict of interest in accordance with standing order 7.

In relation to each such matter, the Court shall determine, in light of the circumstances:

1. whether the member may remain present at the meeting whilst that matter is being discussed;
2. whether the member may remain present at the meeting whilst that matter is being discussed and take part in any such discussion; or
3. whether the member may remain present at the meeting whilst that matter is being discussed and take part in any such discussion and participate in any vote in relation to that matter.

3. Determination of other competent business

In respect of each matter that has been notified for this purpose to the Secretary by members with at least twenty-four hours’ notice, the Court shall determine whether that matter is appropriate for discussion by the Court, and, where necessary, determine whether that matter shall be discussed under ‘other competent business’, ‘items for information’ or otherwise.

4. Other competent business

The Court shall discuss such of those matters as have been approved for inclusion under ‘other competent business’ under agenda item 3.

5. Items for Information

The Court may only discuss any matter designated as an ‘item for information’ following a determination to that effect under agenda item 3.

6. Items for discussion

The Court shall discuss any items which have been approved for discussion in accordance with standing order 5.

7. Reporting 

The Court shall consider any reports from standing committees, ad hoc committees or Working Parties laid before the Court.

8. Ordinary business 

The Court shall consider ordinary business brought before it.

Items 1 to 3 will be taken at the start of each agenda. The Secretary to the Court will agree the specific order of the remaining agenda items for each meeting with the Chair, having regard to the detail of the items and the priorities of the Court from time to time.

The strategic meeting will have an agenda appropriate to the topics to be discussed.

A member who wishes to include an item in the agenda for any meeting must submit a request to that effect to the Secretary with at least fourteen days’ notice. The Secretary will advise the Chair of the proposed agenda item. The Chair will decide whether the item is appropriate for discussion by the Court. The Secretary will inform the member of the Chair’s decision in relation to his or her proposed agenda item. If the Chair agrees to the inclusion of the proposed agenda item, the Secretary will include that item on the agenda and circulate the revised agenda with the notice for that meeting.

The Court may agree, by a two-thirds majority of the members present at a meeting, to discuss any agenda items proposed by members, or any matter arising other than in relation to the agenda of the meeting or other than in accordance with the notice requirements of this standing order.

Amendments to an agenda item shall be considered as follows:

1. where there is a single amendment, a vote on that amendment will take place;
2. where there is more than one amendment, a vote will take place on each amendment in the order in which the amendments have been put forward; those amendments which have been agreed (if any) will then be consolidated into a single amendment; and
3. the agenda item (as amended) will then be voted upon.

Members of the Court shall comply with article 7 of the Order of Council regarding conflicts of interest. Members shall, in exercising functions in that capacity, act in good faith in the interests of the Court and shall declare any circumstances capable of giving rise to a conflict of interest.

For the purposes of these standing orders and article 7 of the Order of Council, a conflict of interest means a financial, personal or other interest held by a member or a person connected with the member in relation to a matter to be discussed or determined by the Court, otherwise than in his or her capacity as member.

No member shall be entitled to have minuted his or her dissent from any decision of the Court, except at the meeting at which the relevant decision has been passed, provided that any member not present at the meeting at which the relevant decision was passed may at the next meeting have his or her dissent minuted.

Not with standing the preceding paragraph, decisions of the Court shall bind all members of the Court, and no member may express dissent from any decision of the Court otherwise than in accordance with the provisions of that paragraph.

No agenda item, nor any amendment to an agenda item, shall be moved if it involves reconsideration of any question or matter which has been decided or adopted by the Court at any time within the preceding six months, unless it is moved by the Chair, or signed by the mover and by not less than one-third of the total members of the Court.

Within 21 days following a meeting of Court, the Secretary shall:

1. send the unconfirmed minutes of that meeting to Court members;
2. publish the unconfirmed minutes of that meeting on the University intranet; and
3. publish any other papers relevant to a meeting of the Court on the University intranet;

The unconfirmed minutes of each Court meeting shall be submitted at the next meeting of the Court for approval as an accurate record.

Confirmed minutes of each meeting of the Court shall be published on the University intranet and website within 21 days after the meeting at which the minutes were confirmed as an accurate record.

The quorum for meetings of the Court shall be seven members.

11.1 Under the requirements of the Higher Education Governance (Scotland) Act, there shall be a position of ‘senior lay member’. For the purposes of this Order, such position shall be entitled ‘Chair’.

11.2 The Chair of the University Court has the duty to preside at meetings of the University Court, has a deliberative and a casting vote at such meetings. The Chair is responsible for the leadership and effectiveness of the University Court, ensuring that there is an appropriate balance of authority between the Court and the Principal of the University.

11.3 The Vice-Chair may exercise any of the functions mentioned in section 11.2 in the absence of the Chair, or while the position is vacant.

11.4 Where a vacancy arises in the position of Chair of the University Court, the Court shall establish an appointing committee in the form of the University Nominations Committee. The appointing committee shall fill the position of Chair of Court under the following arrangements agreed by the University Court, subject to sections (4) to (8) of the Higher Education Governance (Scotland) Act.

11.5 The Nominations Committee shall be constituted as set out in its terms of reference, such membership to include four lay members of the Court, one staff member and one student member. Only persons who have declared that they are not seeking candidacy for the vacancy may be in membership of the appointing committee. The Court shall ensure that there is an appropriate balance of membership of the committee in terms of accepted equality and diversity principles.

11.6 The appointing committee shall normally be chaired by the Vice-Chair of Court, unless that person seeks to be considered for the role of Chair, in which case, the Court shall decide who, from among its lay members and from those who do not wish to be considered for the role, shall chair the committee.

11.7 The sitting Chair of Court shall take no part in the selection process for the new Chair, and shall absent him or herself from any discussion.

11.8  Existing lay members of Court shall be eligible to apply to be appointed as Chair. Students or members of staff of the University shall be ineligible to be appointed as Chair, and no former member of staff or student shall be eligible to be appointed as Chair until 5 years have elapsed from the point at which that person ceased to be a member of staff or a student at the University.

11.9 The appointing committee established shall have responsibility for:

1. Devising the relevant criteria with respect to the position of Chair of Court, which must include the availability, skills and knowledge that the appointing committee considers necessary or desirable to exercise the functions of Chair of Court, and to command the trust and respect of other members of the Court, of the members of the Senate and of the staff and students of the University.
2. Ensuring the efficiency and fairness of the process for filling the position of Chair of Court.
3. Publishing anonymised data relating to the protected characteristics, as listed in section 149(7) of the Equality Act of 2010, of the applicants, the applicants invited to interview and the applicants entitled to stand as candidates in an election for the position following such interview.
4. Advertising the vacancy widely in a manner suitable for bringing the vacancy to the attention of a broad range of persons, and in accordance with the requirements set out in section 4 of the Higher Education Governance (Scotland) Act 2016.
5. Interviewing those applicants who appear to the committee to meet the relevant criteria for the position.
6. Declaring whether those applicants who have been so interviewed have satisfactorily demonstrated that they meet the relevant criteria.

11.10 The Court shall offer every applicant for the position reimbursement of reasonable expenses that are incurred by the applicant in attending such an interview.

11.11 Applicants who are invited to interview shall also be invited to meet with the Principal and members of senior management, with academic staff and with students. Each of these groups shall provide comments to the appointing committee such as to enable the Committee to determine whether an applicant has satisfactorily demonstrated that he or she meets the relevant criteria for the position.

11.12 Applicants who have satisfactorily demonstrated to the appointing committee that they meet the relevant criteria shall be entitled to stand as candidates in an election for the position of Chair of Court.

11.13 An election shall take place only in the event that there are two or more candidates that have confirmed an intention to stand as a candidate in the election.

11.14 In the event that there is only one candidate, the election shall be postponed until a new appointment process can be commenced. Such election shall be commenced by the same appointing committee. If there remains a candidate, she/he shall be entitled to stand as a candidate for election without further interview.

11.15 The Court shall offer every candidate in the election reimbursement of reasonable expenses that are incurred by the candidate in campaigning in the election (up to the limit per candidate applying at the time of election and agreed by the appointing committee).

11.16 The University Secretary shall act as the Returning Officer for an election for the Chair of Court.

11.17 The election shall take place using digital means, including electronic voting.

11.18 Those eligible to vote in the election shall be the members of the University Court, the staff of the University, the students of the University.

11.19 No person shall be entitled to cast more than one vote in the election. Each vote cast in the election shall carry equal weight. The candidate who secures a simple majority of the total number of votes cast shall be declared the winner. In the event of a tie between two or more candidates, the winner shall be determined by lot in a manner to be decided by the Returning Officer.

11.20 The candidate who wins the election shall be appointed as Chair for a period of three years. This period may be extended by the University Court for up to a further 3 years on the recommendation of the Nominations Committee, such committee to be chaired by the Vice-Chair.

12.1 The person appointed to the position of Chair of Court may be removed from the position under prescribed grounds for removal, such grounds to include (but not be limited to):

• inability to exercise the Chair’s functions or (as the case may be) the functions of membership generally as specified in Section 13.1 and 13.2 of the Court Standing Orders;
• misconduct (whether or not in the capacity as member).

12.2 Such removal may be effected only by a resolution based on the grounds and passed by a specified majority of the members of the governing body, that majority being two thirds of the membership of the Court.

12.3 The person who is the subject of the resolution, if the resolution is so passed, may seek a review in order to have the resolution reconsidered or quashed.

12.4 The person who is the subject of the resolution shall not count in any calculation arising (and the person is not eligible to vote on the resolution).

12.5 The period of appointment of the Chair of Court shall take effect upon demission of office of their predecessor or, if a vacancy in the office of the Chair of Court occurs prior to the scheduled date of demission of office, at a time determined by the Court.

13.1 Appointment to the office of Vice-Chair shall take place at any time after a vacancy occurs.

13.2 Candidates for the office of Vice-Chair shall be drawn exclusively from the lay members of the Court. Any member of the Court may propose or second a candidate. Each candidate must be proposed by a member and seconded by a different member.

13.3 Any member of the Court shall been titled to vote for a candidate who has been duly proposed and seconded. A candidate who is unopposed may be appointed by majority vote. Where there is more than one candidate for office, voting shall be by secret ballot. The candidate receiving the highest number of votes shall be appointed.

13.4 For the purpose of this standing order, no proxy or postal votes shall be permitted.

14.1 The Chair shall preside at meetings of the Court, and shall been titled to vote on all items of business in the same manner as other members. In the case of an equal number of votes, the Chair shall have a second or casting vote.

14.2 Subject to these standing orders, the Chair shall decide all questions of order.

14.3 The Chair shall have the delegated authority of the Court to take action in relation to business matters that would not have merited discussion at a Court meeting including, but not limited to, the signing of routine documents and action concerning the detailed implementation of matters already agreed by the Court.

14.4 The Chair shall also have the power to take any action necessary and incidental to the exercise of any powers conferred on the Chair by the Standing Orders or any other instrument or delegated to the Chair by the Court.

14.5 Where the Chair exercises any power delegated by the Court, the Chair will provide a report to the Court on the exercise of that power at the next meeting of the Court following its exercise.

14.6 The Vice-Chair shall preside at any meetings at which the Chair is not present. If both the Chair and the Vice-Chair are not present at a meeting, the Court shall appoint one of its lay members who is present to preside as Vice-Chair at that meeting. The Vice-Chair or a lay member appointed by the Court to preside over a meeting (as appropriate) shall have the same powers as the Chair would have had in relation to that meeting.

15.1 Arrangements for the election of staff members shall be in compliance with the requirements of Section 10 (1)(b) of the Higher Education Governance (Scotland) Act 2016, which provides for ‘2 persons appointed by being elected by the staff of the institution from among their own number’.

15.2 The election process shall be conducted in accordance with rules made by the University Court, as described in section 16 (a) to (i), and section 17, below.

15.3 As provided for under section 10(1)(b) of the Act, this Order defines the election of “staff” as the election of:

1. One member of academic staff elected by academic staff, and
2. One member of support staff elected by support staff

The procedure for electing a member to the Court from amongst the academic staff shall be as follows:

1. The election procedure will be invoked by the Secretary upon the attention of the members being drawn to the occurrence of a vacancy.
2. All academic staff will be issued with papers for nominating candidates for election to the Court from amongst their number. Completed nomination papers, duly signed by a person proposing, a person seconding and the nominee, must be returned to the Secretary using the envelopes provided and within fourteen days from the date of issue of the nomination papers (“the return date”). Nomination forms received after the return date shall be deemed void.
3. Envelopes containing completed nomination papers shall be opened by the Secretary immediately after the close of the nomination period and not before.
4. If only one nomination is received, the Secretary will declare by email to all academic staff and/or by posting a notice on the University intranet, the day after the return date, the successful candidate.
5. If more than one nomination is received, the Secretary will issue to each member of the academic staff, seven days after the return date, a ballot paper, a list of candidates, and accompanying statements from the candidates of not more than one hundred words.
6. A sealed ballot box will be placed at a specified location on Level 2 of the academic building for a period of five working days from the date of issue of the ballot papers. Academic staff will be invited to place their ballot papers in the ballot box by 3.30pm on the fifth day, after which time no further ballot papers will be accepted.
7. After the deadline for the return of ballot papers referred to at f) above, the Secretary, in the presence of the Assistant Secretary, Governance and Quality Enhancement, shall open the sealed ballot box and count the votes. The Secretary shall within a further twenty-four hours declare the result of the election by email to all academic staff and/or by posting a notice on the University intranet. The candidate with the highest number of votes will be declared successful.
8. Elections will be conducted during the academic session only.
9. Where the Secretary and/or Assistant Secretary is/are not available the Principal shall appoint officer(s) of equal standing.

The procedure for electing a member to the Court from support staff shall be identical to the rules set out in standing order 16 (a) to (i) except that references to academic staff should be read as if they were references to support staff.

The Senate will determine its own procedure for appointing a member of the Court, and will be notified of a relevant vacancy immediately following the Court becoming aware of it.

19.1 This standing order is made in accordance with sections 10 and 12 of the Higher Education Governance (Scotland) Act 2016, and Article 2 (3)(a) 2(f) and 2(g) of the ���ӽ紫ý Amendment Order of Council 2019, in force with effect from 1 October 2019.

19.2  For the purposes of paragraphs (c) and (d) of subsection (1) of the Higher Education Governance (Scotland) Act 2016, a trade union nominating a person from among a category of staff must be one that:

1. is recognised by the institution in relation to the category of staff, as described in section 178(3) of the Trade Union and Labour Relations (Consolidation) Act 1992, or
2. otherwise appears to the institution to be representative of the category of staff, having regard to all relevant factors.

19.3 In compliance with the Higher Education Governance (Scotland) Act 2016, The ���ӽ紫ý Amendment Order of Council 2019 provides for the inclusion of trade union appointees in the membership of the governing body of the University as follows:

1. one member appointed by being nominated by a trade union from among the academic staff of the University who are members of a branch of a trade union that has connection with the University,
2. one member appointed by being nominated by a trade union from among the support staff of the University who are members of a branch of a trade union that has a connection with the University.

19.4 For the purpose of this Order, the University recognises the following trade unions: Educational Institute of Scotland (EIS), Unison, and University & College Union.

19.5 Valid nominations of members of Court by the trade unions are those made in accordance with this order, and are subject to the general provisions governing Court membership as set out in the Court Standing Orders, the ���ӽ紫ý Order of Council 2007 and the ���ӽ紫ý Amendment Order of Council 2019.

19.6 The period of office of members appointed by being nominated by the trade unions shall be three years. Members so appointed shall be eligible for re- appointment, but shall not hold office continuously for a period longer than six years.

19.7 A member of Court appointed by being nominated by a trade union who ceases either to be a member of the trade union, or to be a member of staff of the University, shall simultaneously cease to be a member of the Court.

19.8 The appointment by nomination of an academic member of staff who is a member of a trade union shall be the joint responsibility of the local branches of the University & College Union, the Educational Institute for Scotland (EIS) and Unison, each of which shall make nomination from within its membership at the University. Such nominees shall be selected by the elected union executive committee of each union, to ensure the candidates are of good standing and adhere to trade union principles. If there is one candidate, they will be endorsed by the committee of the other trade union. If more than one candidate is selected from one or more trade union, a joint union election will take place to select the candidate from among the relevant members, such election resulting in one appointee in membership of the Court.

19.9 The appointment by nomination of a support member of staff who is a member of a trade union shall be the responsibility of the local branch of Unison and the University & College Union (from amongst its support staff members), each of which shall make appointment from within its membership at the University, through the same process as that described above in 19.8.

19.10 Nominating trade unions shall make appointment by means of a transparent and equitable process, having advertised the position to their members and sought expressions of interest. The executive committee of the local branch of each trade union shall be responsible for determining its preferred candidate for election, and shall devise procedures which it shall advertise widely amongst its membership to ensure that the process of determining a nominee is fair, transparent and equitable. If more than one candidate is selected from one or more than one trade union, a joint union election will take place to appoint from among the relevant union members.

19.11 In determining final nomination, the trade unions shall have due regard to accepted principles of equality and diversity.

19.12 Those nominated for appointment shall be selected on the basis of their ability to fulfil the responsibilities of a governing body member, as set out in section 3 of the Scottish Code of Good HE Governance (2017).

19.13 Where a vacancy arises in either of the appointments by nomination of the trade unions, the trade unions responsible shall seek a new appointment as soon as possible in accordance with the provisions of this Order, and within the procedures devised by the relevant trade union.

20.1 In compliance with Section 10(i)(e) of the Higher Education (Scotland) Act 2016, there shall be 2 persons appointed by being nominated by a students’ association of University from among the students of the University.

20.2 For the purposes of this Order, such persons shall be appointed by being nominated by the ���ӽ紫ý Students’ Union from among the full time Sabbatical Officers of that Union.

20.3 The appointment by nomination of the Students’ Association shall be made by the ���ӽ紫ý Students’ Union Executive, and the persons so appointed shall be the President of the Students’ Union, and a student elected for the purpose by the student body to be known as the independent student member on Court. This student member shall normally be the Vice-President of the Students’ Union.

20.4 The period of office of students appointed by the Students’ Union shall be one year. Members so appointed shall be eligible for re-appointment, but shall not hold office continuously for a period longer than three years.

20.5 A member of Court appointed by nomination of the Students’ Union who ceases to be a student shall simultaneously cease to be a member of the Court.

20.6 The procedure for nomination and the method of election for the student members appointed to the University Court shall be as prescribed by the Students’ Union for the nomination and election of its own officers.

20.7 Provided that, where no nominations for candidacy in the election are received by the due date, no election shall be held, and the Executive shall nominate another of its number to membership of the Court.

20.8 Where a vacancy arises in members appointed by nomination of the Students’ Union, the Executive of the Student’s Union shall seek to make a new appointment as quickly as possible. The Executive shall nominate one of its own number to fulfil the nomination, and that person shall hold office until 9 June of the academic year in question, whereafter the new Executive shall nominate two new members in accordance with paragraphs 20.1 to 20.3 above.

The Chair shall be empowered to rule on any procedural matter or question relating to the election of members of the Court, providing that the Chair shall report the procedural matter or question and the ruling to the next scheduled meeting of the Court.

The procedure for appointing lay members of the Court shall be as follows:

1. The appointment procedure will be invoked by the Secretary upon the attention of the members being drawn to the occurrence of a vacancy.
2. The matter shall be referred to the Nominations Committee which shall publicise vacancies for lay membership of Court within and outwith the University, inviting nomination for such membership from existing members of Court, staff and students of the University and inviting applications from suitably qualified candidates.
3. The Nominations Committee shall consider nominations or applications received, having regard to:
   1. Article 6 of the ���ӽ紫ý, Edinburgh (Scotland) Order of Council 2007;
   2. the qualifications, experience and balance of existing Court membership;
   3. the Strategic Plan of the University;
   4. any other matter relevant to the decision to appoint a lay member to the Court, including potential conflict of interest.
4. The Nominations Committee shall approach those applicants or nominees whom it considers suitable, having regard to the matters set out at c) above, and shall report to the Court on those applicants or nominees and on their willingness to become members of Court.
5. The Court shall appoint such nominee or nominees as it considers suitable, having regard to the matters set out at c) above, to fill the vacancy or vacancies arising.

23.1 A member shall automatically cease to be a member in the following circumstances–

1. the member resigns in writing;
2. the member dies;
3. the member becomes ineligible to remain in office under paragraphs 6(1) to 6(6) of The ���ӽ紫ý Edinburgh (Scotland) Order of Council 2007;
4. the member’s estate is sequestrated, or a bankruptcy order is made against the member or the member has granted a trust deed for or entered into an arrangement with his or her creditors other than an approved debt payment programme in terms of the Debt Arrangement and Attachment (Scotland) Act 2002.

23.2 A member may be removed from office where:

1. the member has failed to attend any meetings of the Court or of its committees for more than 6 months otherwise than for a reason approved by the Court;
2. two thirds of the membership of the Court, excluding the member being considered for removal, decides on good reason to remove a member (other than a member ex officio);
3. in the opinion of the Court the member has been involved in behaviour bringing the member or the University into disrepute;
4. the member has breached a contract between the member and the University or that member has materially breached any policy or procedure of the University.

The Court shall transact all ordinary business at its ordinary meetings.

The ordinary business of the Court shall consist of such items as are deemed necessary by the Court to fulfil its functions in terms of the Order of Council and such other items as are deemed necessary from time to time by the Court in relation to the funding of the University by the Scottish Further and Higher Education Funding Council. Without limiting the foregoing, the ordinary business of the Court shall include:

1. the University’s Strategic Plan;
2. annual estimates of income and expenditure;
3. the annual accounts;
4. the Human Resources Strategy;
5. the Estates Strategy and capital expenditure; and
6. issues of governance and regulation.

25.1 The Court may from time to time set up such standing committees as it deems necessary. The Court may also from time to time set up such ‘ad hoc’ committees and working parties as it deems necessary in relation to specific projects.

25.2 In relation to any such standing committees, ‘ad hoc’ committees and working parties, the Court shall determine their terms of reference and may amend such terms or reference from time to time as it sees fit.

25.3 The Court may delegate matters to committees or working parties only where it is entitled to do so in terms of article 4 (10) of the Order of Council, and only where the decision to delegate is approved by a two-thirds majority of the Court.

25.4 Any committees or working parties set up by the Court shall conduct their business under these standing orders (necessary changes excepted).

25.5 The functions delegated to the Senate are set out in article 14 of the Order of Council.

26.1 The notice (including any supporting papers) for each meeting of the Court shall be circulated in accordance with standing order 3, and minutes from the previous meeting shall be circulated and published in accordance with standing order 9.

26.2 Any information or document required to be published pursuant to these standing orders must be so published unless the Court, or the Secretary, having regard to any duty of confidence or other obligation owed to any party to whom the minutes relate, and to any right of legal privilege in relation to such minutes, determines otherwise.

26.3 Nothing in these Standing Orders shall prevent the University from disclosing information (including, without limitation, information relating to the business of the Court or of any of its committees or working parties) under the Freedom of Information (Scotland) Act 2002 and/or the Environmental Information (Scotland) Regulations 2004 (including any codes of practice or guidance issued thereunder).

These Standing Orders shall not be altered or repealed, either in whole or in part, except at a meeting of the Court held on at least one month’s notice, provided that not less than two thirds of the members of the Court are present at the meeting and shall so decide by a majority vote.

In case of urgency any one or more of these standing orders may be suspended at any meeting of the Court, as regards any business at such meeting, provided that not less than two-thirds of the members of the Court are present at the meeting and shall so decide by a majority vote.