PART 1 Citation, commencement and interpretation

Citation and commencement

1. This Order may be cited as the Glasgow Caledonian University Order of Council 2010 and comes into force on 17th June 2010.

Interpretation

2. In this Order–

"the 1993 Order" means the Glasgow Caledonian University (Scotland) Order of Council 1993(2);

"academic staff" means all staff of the University having teaching or research responsibilities;

"the Act" means the Further and Higher Education (Scotland) Act 1992;

"appointed governor" means a governor appointed to the University Court in terms of article 10(2);

"governor ex officio" means a governor of the University Court under article 10(4);

"ordinary membership" means all governors of the University Court;

"the Senate" means the body of persons appointed in accordance with article 30;

"staff governor" means a governor appointed to the University Court under article 10(5);

"support staff" means all staff of the University other than the academic staff;

"the University" means Glasgow Caledonian University established by the Glasgow Caledonian University (Establishment) (Scotland) Order 1993(3); and

"the University Court" means the University Court of Glasgow Caledonian University constituted byarticle 3 of the 1993 Order and incorporated under section 45(2) of the Act.

PART 2 Objects of the University

Objects of the University

3. The objects of the University are to advance learning and knowledge through teaching and research and to enable students to obtain the advantages of higher education.

PART 3 Functions and Powers of the University Court

Functions of the University Court

4.–(1) The University Court is to conduct the University, carry out and promote its objects and ensure the well-being of the University.

(2) In so doing, the University Court´s responsibilities include–

(a) overseeing the University´s activities, determining its vision, mission and future direction, fostering an environment in which the University´s objects are achieved and providing strategic input on all material policy or other matters affecting the University (including the adoption and publication of a statement of the primary responsibilities of the University Court);

(b) appointing and regulating committees of Governors and, where appropriate, others;

(c) setting up departments, schools, faculties and other units of organisation within the University;

(d) employing staff and regulating their employment and engaging contractors;

(e) appointing a Chancellor as the titular head of the University;

(f) appointing a Principal and Vice-Chancellor as the chief academic and executive officer of the University;

(g) appointing one or more Vice-Principal and Pro-Vice-Chancellors, a Secretary to the University Court and other office holders to have such powers as the University Court considers appropriate;

(h) providing facilities to carry on any activities which are necessary or desirable to enable the University to fulfil its objects;

(i) establishing and monitoring systems of control and accountability including financial and operational controls and risk assessment; and

(j) reviewing and monitoring the management of the University and its performance.

General powers of the University Court

5.–(1) The University Court has all the rights, powers and privileges necessary or expedient to conduct the University, to carry out or promote its objects and to ensure its well-being.

(2) Without prejudice to the foregoing generality it is in the power of the University Court for the advancement of the objects of the University–

(a) to form relationships, associations or affiliations with other educational institutions, and such other public and private bodies;

(b) to initiate, establish, maintain, acquire or dispose of any companies or any other legal entities, whether charitable or commercial, alone or in association with any other persons or entities;

(c) to provide research, design, development, testing, laboratory, consultancy and such other services, in such manner and on such terms and conditions as the University Court may determine;

(d) to undertake, acquire or dispose of any trade or business whatsoever;

(e) to create and maintain codes of conduct required for the maintenance of standards and good order within the University;

(f) to enter into contracts;

(g) to acquire, hold and dispose of any undertakings, rights, assets or liabilities;

(h) to buy, hold, lease, construct and sell any heritable or moveable property (including stocks, shares, loans and intellectual property rights) and to borrow and to give and take security of all types;

(i) to invest University monies and assets as it considers appropriate;

(j) to approve student bodies, entities and associations;

(k) to create and own intellectual property, and make and own discoveries and inventions of any type and to exploit these commercially;

(l) to establish and maintain an alumni association;

(m) to employ staff;

(n) to sue and be sued in the name of the University;

(o) to admit persons to, and manage all aspects of their education at and relationship with, the University and prescribe in its rules the requirements for matriculation and the conditions under which students shall be admitted to the University or to any particular course of study;

(p) subject to consultation with the Senate, to grant degrees, diplomas, certificates and other academic awards pursuant to section 48(2) and (3) of the Act to persons who have met the prescribed conditions;

(q) subject to consultation with the Senate, to grant fellowships, scholarships, studentships and other distinctions as it deems appropriate provided that all fellowships, scholarships, studentships and other distinctions so granted shall be granted and held subject to prescribed conditions; and

(r) subject to consultation with the Senate, to deprive persons of any degrees, diplomas, certificates, fellowships, scholarships, studentships or other awards granted to them by the University Court.

(3) The University Court shall exercise its powers–

(a) in accordance with the provisions of this Order; and

(b) solely to conduct the University, carry out or promote its objects and ensure its well-being.

Financial control and arrangements

6.–(1) The University Court is to make such arrangements as it considers appropriate for the conduct of the financial affairs of the University.

(2) The University Court must comply with any conditions imposed by the Scottish Further and Higher Education Funding Council for the payment of grant to it.

(3) The University Court may receive donations, legacies, annuities, subscriptions and other gifts to further the objects of the University.

(4) All donations, legacies, annuities, subscriptions and other gifts must be applied in accordance with the directions of the respective testators or donors but in the absence of any specific directions, the University Court may determine the manner in which any such donation, legacy, annuity, subscription or other gift in whole or in part shall be used to further the objects of the University.

(5) The University Court may receive and expend recurrent and capital funds, lend money (with or without security), borrow or raise money, guarantee and give security for the payment of money by the University, the University Court, or any other person, firm, company or body corporate (including any such person or entity associated with the University or University Court).

(6) The University Court must cause accounts to be kept of income and expenditure and shall appoint external auditors to audit these annually.

(7) The University Court may make any borrowing of money or other financial arrangements subject to ancillary contracts, instruments, agreements and other arrangements (including without limitation, any contracts, instruments or agreements relating to hedging arrangements for borrowed monies) intended to protect the University against adverse movements in inflation, interest or currency rates.

(8) The University Court may levy and receive fees for all services, including the provision of courses (whether or not leading to a degree or other academic distinction).

(9) The University Court may reimburse any member of the University Court for their reasonable travel and subsistence expenses.

(10) The University Court must make provision for the remuneration of staff appointed in accordance with articles 27 and 28.

(11) The University Court may make provision for the superannuation of staff and the provision of benefits to them, their spouses, dependants and others.

(12) The University Court must approve a business plan and budget for the University for each 12 month financial period.

Delegation

7. Subject to article 8, the University Court may delegate any of its functions, powers and duties to any person or body that it considers appropriate, provided that such delegation is approved by a two-thirds majority of the University Court members present at the meeting.

8. The University Court may not delegate–

(a) its responsibility for ensuring the University remains solvent;

(b) the approval of strategic direction or significant policy matters affecting the University;

(c) the employment arrangements and monitoring of performance of the Principal;

(d) its role in relation to the variation, amendment or revocation of this Order;

(e) the approval of an annual business plan and annual budget;

(f) the approval of the strategy for risk management;

(g) the review and the monitoring of the management of the University and its performance;

(h) the approval of the University´s annual audited accounts; or

(i) any matter which is material to–

(i) safeguarding the property, assets or undertaking of the University;

(ii) approving any significant commercial activities involving the University;

(iii) establishing and monitoring systems of control and accountability within the University; or

(iv) strategy for establishing and monitoring of any entity with which the University is involved.

University rules

9.–(1) The University Court may make rules (including those designed as standing orders or regulations) regulating its own procedures and the conduct of the University.

(2) The University Court may vary, revoke and replace such rules.

PART 4 Membership of the University Court

Membership of the University Court

10.–(1) The ordinary membership of the University Court consists of–

(a) a minimum of nine and a maximum of eighteen appointed governors;

(b) two governors ex officiis; and

(c) three staff governors.

Appointed governors

(2) The ordinary membership is to determine, subject to the limits stated in paragraph (1)(a), the number of appointed governors and is responsible for making those appointments.

(3) The appointed governors will be appointed from persons who have experience of, and have shown capacity in, industrial, commercial or employment matters or in the practice of any profession.

Governors ex officiis

(4) The following are governors ex officiis–

(a) the Principal and Vice-Chancellor referred to in article 27; and

(b) the President of the Students´ Association.

Staff governors

(5) Three staff governors are to be appointed as follows–

(a) one is to be elected by the Senate from among the members of academic staff who are members of the Senate;

(b) one is to be elected by the academic staff from among the members of such staff; and

(c) one is to be elected by the support staff from among the members of such staff.

(6) The University Court is responsible for the holding and conduct of elections for the appointment of staff governors.

(7) After consultation with the members of the Senate, the members of academic staff and the members of support staff, as appropriate, the University Court–

(a) must make rules for the conduct of elections for the appointment of staff governors; and

(b) may vary or revoke and replace such rules.

Chair and Vice-Chair

11.–(1) The University Court must appoint a Chair and a Vice-Chair from among the appointed governors.

(2) Subject to paragraphs (3) and (4), the offices of Chair and Vice-Chair are to be held for such period as may be determined by the University Court.

(3) The Chair and Vice-Chair may be removed from office by resolution of the University Court.

(4) The Chair and Vice-Chair cease to hold office if deemed to have vacated office as a governor under article 17.

(5) The Chair will preside at meetings of the University Court and the Vice-Chair will preside in the absence of the Chair.

(6) In the absence of both the Chair and the Vice-Chair, the University Court may appoint a person from among the appointed governors to chair the meeting.

(7) The person chairing any meeting of the University Court has an additional or casting vote when there is an equality of votes.

Period of office of governors

12.–(1) A governor ex officio holds office during his or her tenure of the office by virtue of which he or she qualifies as such a governor.

13.–(1) Subject to the provisions of article 14, the University Court may make rules as to the duration of the term of office of appointed governors and of staff governors, and may vary or revoke and replace such rules.

(2) No variation or revocation of rules as to the duration of the term of office of governors may supersede the rules prevailing at the time of a governor´s original appointment or election to the University Court.

(3) Any governor re-appointed or re-elected to the University Court subsequent to a variation or revocation and replacement of the rules as to the duration of the term of office of governors, shall be subject to the rules as varied or replaced.

14.–(1) No appointed governor or staff governor shall be appointed or elected for an initial term of office of more than 4 years.

(2) An appointed governor or staff governor may be re-appointed or re-elected on the expiry of his or her term of office unless the aggregate of his or her intended term of office and any previous term of office would result in that governor serving for an overall term of more than 9 years, save in the circumstances described in articles 13(2) and 14(4).

(3) For the purpose of paragraph (2), a governor´s overall term of office shall include any term of office as an appointed governor or staff governor, but not any term of office served ex officio.

(4) The University Court may, where it considers that there are exceptional circumstances, extend the term of office served by an appointed governor by a further period of up to 3 years, provided that the extended term, if aggregated with any previous term of office would not result in that governor serving an overall term of more than 12 years.

15. Where, in the opinion of two thirds of the ordinary membership of the University Court (excluding the governor in question) it is reasonable to do so, the University Court may suspend a governor.

Ineligibility of staff to be governors

16. No member of staff of the University may be appointed as a governor or remain in such office other than a governor ex officio or an elected governor.

Vacation of office of governor

17. A governor is deemed to have vacated office as governor and the University Court shall declare his or her place vacant, in any of the following circumstances–

(a) where the governor intimates his or her resignation in writing to the University Court;

(b) where the governor´s estate is sequestrated, a bankruptcy order is made against the governor, or the governor has granted a trust deed for, or entered into an arrangement with, his or her creditors;

(c) where, in the opinion of two thirds of the ordinary membership of the University Court, the governor becomes unable to carry out his or her duties as a governor by reason of physical or mental illness;

(d) where the governor has failed to attend any meetings of the University Court or any of its committees or sub-committees for a period longer than six consecutive months otherwise than for a reason approved by the University Court;

(e) in the case of a staff governor only, when that governor ceases to be a member of the Senate or the academic or support staff, as the case may be;

(f) where in accordance with article 14 or 16 the governor becomes ineligible to remain in office as a governor;

(g) where, in the opinion of two thirds of the ordinary membership of the University Court, the governor has been involved in behaviour bringing the governor or the University into disrepute; or

(h) where, in the opinion of two thirds of the ordinary membership of the University Court, the governor has breached a contract between the governor and the University, or the governor has materially breached any policy or procedure of the University.

Filling of vacancies

18.–(1) Where the place of an appointed governor has been declared vacant under article 17, or where such a governor has died, the ordinary membership may appoint a new governor to fill the vacancy in accordance with article 10(2) and (3).

(2) Where the place of a staff governor has been declared vacant under article 17 or where such a governor has died–

(a) in the case of a staff governor elected under article 10(5)(a) the governing body shall intimate the vacancy to the Senate who shall elect a new governor to fill the vacancy in accordance with article 10(6) and the relevant rules made under article 10(7); and

(b) in the case of a staff governor elected under article 10(5)(b) or (c) an election shall be held to fill the vacancy in accordance with article 10(6) and the relevant rules made under article 10(7).

Proceedings of the University Court

19. The University Court shall hold at least four ordinary meetings in each academic year and shall draw up a scheme of standing orders to regulate the conduct of business, the transmission of agenda and minutes, and the rules for calling meetings.

Reserved areas of business

20.–(1) Where any meeting of the University Court or of any committee of the University Court is to consider any of the matters set out in paragraph (2) below, any governor who is a governor ex officio by virtue of holding office as President of the Students´ Association in the University shall withdraw from the meeting, or that part of the meeting at which any of those matters are to be considered, unless invited to remain by virtue of a resolution of the other members of the University Court or committee present at the meeting.

(2) The matters specified for the purposes of paragraph (1) are the salary, conditions of service, appointment, promotion, suspension or dismissal of any member of staff of the University.

Conflict of Interest

21. At any meeting of the University Court, or a committee of the University Court, any governor who has a conflict of interest (as defined in the standing orders made by the University Court) shall withdraw from the whole meeting or the relevant part of the meeting unless invited to remain by the remainder of the University Court or committee.

Validity of proceedings of University Court

22. No failure or defect in the appointment or election of any governor and no vacancy in the office of governor shall prevent the University Court from acting in the execution of its functions, nor is any act or proceeding of the University Court or of any committee appointed by it invalidated or illegal by reason of or in consequence of any such vacancy or of any such defect in the appointment or election of any one or more governors.

Responsibilities of governors

23. Governors have a responsibility to adhere to the highest standards of public life.

Governors as delegates

24. No governor may be bound when speaking or voting at meetings of the University Court by mandates given by others except when acting under approved arrangements as a proxy for another member of the University Court (where the rules or standing orders made by the University Court under article 9 permit a governor to appoint a proxy).

Appointment of committees

25.–(1) The University Court may appoint such committees of its own number as it considers appropriate, and may appoint, as additional members of any committee, persons, not being governors, whom it considers to be specially fitted to assist the work of the committee.

(2) The University may delegate such of its functions to any committee appointed under paragraph (1) in accordance with the provisions of article 7, provided that those functions shall be discharged by such committees subject to the general control and direction of the University Court.

PART 5 Administration of the University

Chancellor

26.–(1) There is to be a Chancellor of the University appointed in a manner and for a period to be determined by the University Court who is the titular head of the University.

(2) The University Court may from time to time determine the duties, rights and privileges associated with the office of Chancellor.

Principal and Vice-Chancellor

27.–(1) There is to be a Principal of the University who is also the Vice-Chancellor. The Principal and Vice-Chancellor is the chief academic and executive officer of the University. In the absence of the Chancellor or during a vacancy in that office, the Principal and Vice-Chancellor may exercise and perform all the functions of the Chancellor.

(2) The Principal and Vice-Chancellor are to be appointed by the University Court in a manner to be determined by the University Court from time to time.

(3) The Principal and Vice-Chancellor have responsibility for the organisation and management of the University and the appointment, promotion and discipline of staff and such other functions as the University Court may delegate to him or her in accordance with article 7, provided that those functions must be discharged by the Principal and Vice-Chancellor subject to the general control and direction of the University Court.

Staff

28. The University Court may as the need arises and, after consultation with the Principal and Vice-Chancellor, appoint such Vice-Principal and Pro-Vice-Chancellors, Assistant Principals, a Secretary to the University Court, and such other staff as the University Court may consider necessary for the discharge of its functions.

Students´ Association

29. The University Court must, in consultation with representatives of students attending the University, make a scheme for the constitution and functions of the Students´ Association which scheme must include rules under which that Association is entitled to make representations to the University Court.

PART 6 University Senate

University Senate

30.–(1) The University Court must appoint, and maintain by further appointment, the Senate in the manner specified in Part 1 of the Schedule.

(2) The proceedings of the Senate are regulated in accordance with Part 2 of the Schedule.

(3) The Senate has responsibility for the overall planning, co-ordination, development and supervision of the academic work of the University and such other functions as the University Court may delegate to it in accordance with article 7, provided that those functions are discharged by the Senate subject to the general control and direction of the University Court.

(4) In discharging the functions specified in paragraph (3), the Senate has all the powers and duties of the University Court in relation to those functions and has the power to make any recommendation to the University Court on such matters relating to those functions as the Senate may consider appropriate.

(5) The University Court must make arrangements to ensure that the Senate shall discharge the functions imposed on them by or under paragraph (3).

PART 7 Saving and transitional provisions and revocation

Saving and transitional provisions

31.–(1) A person who, immediately prior to the commencement of this Order, is a governor by virtue of article 8 or 9 of the 1993 Order continues for the remainder of their period of office as if they had become a governor under article 10.

(2) A person who, immediately prior to the commencement of this Order, is a member of the Senate appointed under article 25 of the 1993 Order continues for the remainder of their period of appointment as if appointed under article 30.

(3) For the avoidance of doubt, nothing in this Order shall affect the constitution of the University Court.

Revocation of the 1993 Order

32. The 1993 Order, except article 3 of that Order, is revoked.

Article 30

SCHEDULE UNIVERSITY SENATE

PART 1 Appointment

1.–(1) The Senate must be appointed in such manner as to ensure that it consists of–

(a) the holders of the following posts in the University–

(i) Principal and Vice-Chancellor;

(ii) Vice-Principal and Pro-Vice-Chancellor;

(iii) Head of Academic Department; and

(iv) the President of the Students´ Association,

(hereafter called "members ex officiis of Senate");

(b) such number of members of the academic staff and matriculated students of the University as may be determined in accordance with paragraph 2 of this Schedule (hereafter called "elected members of Senate"); and

(c) such number of persons (if any), not exceeding 4, as have been co-opted by the Senate (hereafter called "co-opted members of Senate").

(2) In this paragraph, the expression "Head of Academic Department" include Dean, and such other office holder as is deemed appropriate by the University Court.

2. The elected members of Senate must–

(a) consist of such a number of persons, including one matriculated student of the University, as may be determined by the Senate being not less than one-third and not more than two-thirds of the aggregate of members ex officiis of the Senate;

(b) be elected by and from among members of the academic staff and matriculated students, respectively, of the University who are not members ex officiis or co-opted members of the Senate;

(c) be so elected in accordance with arrangements made by the Senate and approved by the University Court except in the case of the matriculated student who must be elected by matriculated students of the University in a manner to be specified in a scheme made by the Students´ Association in the University and approved by the University Court;

(d) in the case of members of the academic staff, hold office for such a period, not exceeding four years, as may be determined by the University Court, and are eligible for re-election on the expiry of a period of office for one further period of office, and, in the case of the matriculated student, hold office for a period not exceeding one year; and

(e) cease to be members of the Senate when they cease to be members of the academic staff or, as the case may be, matriculated students of the University.

3. The co-opted members of Senate hold office for such period, not exceeding 4 years, as may be determined by the University Court and are eligible to be co-opted again on the expiry of a period of office.

4. The Principal and Vice-Chancellor of the University is the Chair of the Senate.

PART 2 Proceedings

5. The proceedings of the Senate are to be regulated by a scheme made by the Senate and approved by the University Court which may provide for–

(a) the appointment by the Senate of such committees, as it considers appropriate;

(b) the co-option, subject to paragraph 1(c), by the Senate of additional members (including, where they consider it appropriate, representatives of the students in attendance at the University) of the Senate, or of any committee thereof, for specific purposes; and

(c) any other matters connected with the functions of the Senate.

6. Any scheme made and approved under paragraph 5 must include provision for–

(a) the appointment of a Vice-Chair of the Senate; and

(b) a minimum number of meetings of the Senate in each year.

EXPLANATORY NOTE

(This note is not part of the Order)

This Order replaces all of the provisions of the Glasgow Caledonian University (Scotland) Order of Council 1993 which is revoked.

Part 1 (articles 1 and 2) sets out provision as to commencement and interpretation.

Part 2 (article 3) sets out the objects of the University.

Part 3 (articles 4 to 9) sets out the principal function of the University Court to conduct the University and to carry out and promote its objects. It also provides for the general powers of the University Court and its powers with respect to financial matters, University rules and the delegation of its functions, powers and duties.

Part 4 (articles 10 to 25) sets out the composition, membership and proceedings of the University Court.

Part 5 (articles 26 to 29) sets out the administration of the University. It includes provision for the appointment of a Chancellor and provision for the delegation to the Principal and Vice-Chancellor of responsibility for discharging most of the functions of the University Court relating to the organisation and management of the University (subject to the provisions of articles 7 and 8).

Part 6 (article 30) provides for appointment of the Senate and for delegation to it of the functions of the University Court relating to academic matters.

Part 7 (articles 31 and 32) makes a consequential revocation and makes saving and transitional provisions.