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Governance and Management

Memorandum and Articles of Association

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The Articles of Government

THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

  1. The University is established for the purposes expressed in the Memorandum of Association.

Powers and Duties of the Court

  1. Subject to the powers of the Members in general meeting, the University and the property and affairs thereof shall be under the control and management of the Court, and the Court shall carry on and conduct the University in accordance with the provisions of the Education Acts 1944 to 1993 and any statutory amendment or re-enactment thereof for the time being in force, the Education Reform Act and any relevant regulations, orders or directions made by the Secretary of State or the Privy Council and in accordance with the Memorandum and Articles of Association of the University, and shall exercise all the powers of the University whatsoever save only such powers as under the Memorandum and Articles of Association of the University or under the Companies Act are required to be exercised by the University in general meeting.
  2. Without prejudice to the generality of the foregoing Article the Court shall have the following powers and duties, namely:-
    1. Power and duty to determine the educational character and mission of the University and to oversee its activities.
    2. Power and duty to set up an Academic Council of such composition as the Court shall from time to time determine and power subject to paragraph (12) hereof to delegate to the Academic Council such powers and functions as the Court shall think fit including power to authorise sub-delegation of such powers and functions upon such terms and conditions as the Court shall think fit and power to make and from time to time repeal or alter regulations for the conduct of the proceedings of such Council. Provided that unless and until the Court shall otherwise determine the Academic Council shall be of the composition, exercise the powers and functions and be subject to the regulations set out in the Schedule hereto and that no addition, alteration or amendment shall be made thereto except after the same shall have been submitted to and approved by the Privy Council.
    3. Power to continue to provide courses in the training of teachers.
    4. Power to make such arrangements as the Court shall deem necessary to establish and maintain machinery for the consultation of industry, commerce, the professions, the universities, other educational establishments and research organisations, including where appropriate the appointment of advisory committees with members from one or more of the above fields.
    5. Power and duty to approve annual estimates of income and expenditure.
    6. Power to change, by special resolution, the name of the University, with the consent of the Privy Council.
    7. Power and duty to appoint a committee of Governors to determine or advise on such matters relating to finance the University as the Court may remit to it. No Staff or Student Governor shall be a member of such committee.
    8. Power and duty to appoint a committee of Governors to determine or advise on such matters relating to staffing and employment policy as the Court may remit to it. No Staff or Student Governor shall be a member of such committee.
    9. Power and duty to appoint a committee of Governors and non-Members to determine or advise on such matters relating to audit as the Court may remit to it. No member of staff or student of the University shall be a member of such committee.
    10. Power to appoint such other committees as the Court thinks fit (including where appropriate committees with a membership which includes persons who are not Governors) and to determine their membership and functions.
    11. Subject to paragraph (12) hereof any committee appointed under paragraph (7), (8), (9) or (10) hereof may establish a sub-committee or sub-committees and determine its or their membership and functions.
    12. The Court may delegate any of its powers to any such committee or to the Vice Chancellor or the Secretary or, in any matter as the Court may by resolution specify requiring urgent action or expedition, to the chairman of the Court, and may confer a right of sub-delegation upon any such committee or person upon such terms and conditions as the Court sees fit PROVIDED ALWAYS that the Court shall not delegate any of the following matters:
      1. The appointment or dismissal of the Vice Chancellor, Deputy Vice Chancellors or Secretary.
      2. Those matters delegated to the Academic Council pursuant to paragraph (2) hereof other than to the Academic Council.
      3. Approval of the annual estimates of income and expenditure.
      4. The making, alteration, amendment, repeal of or addition to any bye laws made under the provisions of these Articles.
      5. Ensuring the solvency of the University and the safeguarding of its assets.
      6. The determination of the educational character and mission of the University.
      7. The varying or revoking of these Articles.
      And provided further that the Court may only delegate the following matters to a Committee which consists exclusively of Governors:
      1. The termination of the membership of any Member of the University.
      2. The doing of any act or thing which under or by virtue of any provision of the Companies Act is required to be done by the Court.
      3. The authorisation of the expenditure of any monies of the University except within such limits as the Court shall consider necessary for the proper performance of their functions by any committee or person to whom the Court shall properly delegate any matters in accordance with this Article and provided that the Court shall give notice of the said limits to any such committee or person.
    13. Power to provide, maintain and regulate the building premises furniture and equipment and all other means required for carrying on the work of the University, including appropriate amenities for students and staff, residential accommodation and social and athletic facilities.
    14. Power to acquire or dispose of any property real or personal on behalf of the University in any manner authorised by the Memorandum of Association.
    15. Power to enter into, vary, carry out and cancel contracts on behalf of the University.
    16. Power to administer all property, securities and monies held by the University and to carry out, administer and execute any trust or discretion undertaken by the University.
    17. Power and duty to exercise responsibility in accordance with these Articles for the incurring of expenditure within the limits of the total resources available to the University, and for the effective and efficient use of resources, the solvency of the University and for safeguarding its assets.
    18. Power to appoint staff of the University on such conditions of service and at such remuneration as the Court shall prescribe from time to time, taking into account any relevant national and local agreements.
    19. Power and duty to exercise responsibility in accordance with these Articles for the appointment of, assignment of duties to, and the grading, appraisal, suspension, dismissal and determination of the pay and conditions of service of the Vice Chancellor, Deputy Vice Chancellors, Secretary and holders of such other senior posts as the Court may from time to time determine.
    20. Power to suspend or terminate the employment of any member of staff of the University provided that such power shall be exercised subject to these Articles, regulations relating thereto and for the time being in force and to any Conditions of Tenure or other terms of service applicable to such members of staff from time to time approved by the Court.
    21. Power subject to regulations for the time being in force to suspend or exclude a student from a course of education or to expel or to refuse readmission to any student of the University whether on academic or other grounds.
    22. Power to make and from time to time amend regulations for the management and conduct of the University and the affairs thereof and as to the conduct and duties of any officers and employees of the University and as to the conduct of business by the Court or any committee and generally as to any of the matters or things within the powers or under the control of the Court and without prejudice to the generality of the foregoing power to make and from time to time amend such regulations as are referred to in Articles 35, 36, 40, 45, 49, 50 and 51.
    23. Power to make and from time to time amend regulations as to the nomination including members of staff and students of the University for appointment as Governors and as to the election of members of staff to the Academic Council, PROVIDED THAT such regulations shall not be inconsistent with the Memorandum and Articles of Association of the University and PROVIDED FURTHER THAT such power shall be exercised in respect of any regulations relating to the holding and conduct of votes under Article 7(2)(a) only by Governors currently appointed and holding office thereunder.
    24. Power to exercise all the powers of the University to borrow money, and to mortgage or charge its undertaking and property, or any part thereof.
    25. Power generally to do all things necessary or expedient for the due conduct of the affairs both academic and administrative of the University not herein otherwise provided for.

Chairman and Vice Chairman of the Court

    1. The Court shall elect from its number a chairman and vice chairman each of whom shall hold office until the first meeting of the Court following the expiry of the academic year in which he or she shall have been elected or until he or she shall resign from his or her position under this paragraph or cease to be a Governor, whichever be the soonest. Any Governor other than the Vice Chancellor, a member of staff or a student of the University shall be eligible for election as chairman or vice chairman.
    2. The chairman, or in his or her absence the vice chairman, shall preside at meetings of the Court, but if both are absent from any meeting or part of a meeting a chairman shall be appointed for that meeting or part of a meeting by the Governors present from among such of their number as are eligible for election under paragraph (1) hereof.

Meetings of the Court

    1. Ordinary meetings of the Court shall be held at such times as may from time to time be thought fit by the Court provided that in each academic year not less than three ordinary meetings be held.
    2. A special meeting may at any time be summoned by direction of the Court or the chairman (or in his or her absence the vice chairman) for the time being or at the request in writing of any five Governors. No business shall be transacted at any special meeting other than business specified in the notice summoning the meeting and any business incidental thereto.
    3. Every meeting, whether ordinary or special, shall be summoned by notice in writing delivered or addressed and posted to each Governor. In the case of an ordinary or special meeting such notice shall be delivered or posted seven days before the date of the meeting save that in the case of a special meeting summoned by the chairman (or in his or her absence the vice chairman) at his or her discretion only three clear days need be given.
    4. The proceedings of the Court shall not be invalidated by any vacancy in the number of the Governors or by any defect in the election appointment or qualification of any Governor or by any accidental want of service of a notice of the meeting on any Governor.
    5. No business shall be transacted at any meeting of the Court unless a quorum of Governors is present at the commencement of the meeting and at the time the business in question is transacted.
    6. The quorum for meetings of the Court shall be eight Governors of whom five shall be Governors appointed under Article 7(2)(a) hereof. If a meeting is quorate but less than half the Governors present are Governors so appointed, a majority of such Governors present may require that a decision on any matter be deferred to the next meeting of the Court, and upon the making of such a requirement any decision the subject thereof shall be so deferred. No decision shall be deferred more than once under this provision.
    7. All questions shall be decided by the votes of the majority of the Governors present and voting thereon. In the case of equality of votes, the chairman of the meeting shall have a second or casting vote.
    8. Any Governor having any pecuniary family or other personal interest whether direct or indirect in any contract or other matter to be discussed at a meeting at which he or she is present, shall as soon as practicable disclose the fact of his or her interest to the meeting, and shall not take part in the discussion of or vote on any question with respect to that contract or other matter. A Governor shall not be treated as having such an interest in a matter by reason only of his or her being a member of staff or a student of the University if his or her interest is no greater than that of staff or students of the University, as the case may be, in general. No payment to any Governor in respect of any work or service shall be made or authorised except in accordance with the provisions of Clause 4 of the Memorandum of Association. None of the provisions of this Article shall prevent any Governor from considering and voting upon proposals for the University to insure its Members against liabilities incurred by them arising out of their office or the University obtaining such insurance and paying premiumstherefore.
    9. The provisions of this Article shall apply to proceedings of the Court when appointing Governors save that (i) when appointing a Governor over the age of 70 such provisions shall apply subject to the proviso to Article 9(6); and (ii) when appointing a Governor under Article 7(2)(a) such provisions shall apply subject to that Article and to the regulations therein referred to.
    10. A Governor shall not be bound in his or her speaking or voting at any meeting of the Court by any mandate or instruction given to him or her by any person or body of persons.
    11. The Court may invite such members of staff and such students of the University and others as it may think appropriate to attend any meeting or part of a meeting of the Court or any committee thereof and may invite, if it thinks fit, any such person to speak on any matter under consideration at such meeting.
    12. The Court or any committee thereof (as the case may be) if it thinks appropriate may require any such persons mentioned in the foregoing paragraph to withdraw from a meeting at any time, and may require any Staff or Student Governor to withdraw from a meeting when a matter affecting any named member of staff or student or prospective member of staff or student is under consideration, and may require the Vice Chancellor to withdraw from a meeting when his or her own position is under consideration, and upon the making of any such requirement as is mentioned in this paragraph the person or persons to whom the same is directed shall withdraw.
    13. The Court shall cause minutes to be kept of the proceedings of every meeting of the Court.
    14. The Clerk shall make available for inspection by any member of staff or student of the University upon demand made during the normal working hours of the University a copy of any of the following documents,namely the agenda (if the same shall have been prepared) of the next meeting of the Court, the draft minutes (if the same shall have been approved by the chairman of the meeting) of the last meeting of the Court and the minutes (if the same shall have been signed) of any meeting of the Court within the period of twelve months preceding such demand together with any report or other paper considered at such meeting, provided that any such document or part thereof shall be withheld from inspection if the Court shall so resolve by reason of any reference therein to any named member of staff or student of the University or prospective member of staff or student of the University or to any matter which the Court in its absolute discretion shall deem to be confidential for the time being. Any dispute arising out of or in relation to the operation of this paragraph shall be referred to the chairman of the Court, or in his or her absence the vice chairman, whose decision shall be final.
    15. Save as aforesaid, the Court may regulate the despatch of its business, adjourn and otherwise regulate its meetings as it thinks fit.

Ordinary General Meetings of Members

  1. Save where the Members otherwise elect in general meeting or by written resolution in accordance with the provisions of section 379A of the Companies Act to dispense with the holding of annual general meetings pursuant to section 366A of the Companies Act ordinary general meetings (hereinafter called annual general meetings) shall be held in the month of November in every year, or as soon thereafter as possible, at such place as may be determined by the Court and not more than fifteen months shall elapse between the date of one annual general meeting of the University and that of the next.
  2. An annual general meeting (whensoever held in accordance with Article 19 above) and a meeting called for the passing of a special resolution shall be called by twenty one days' notice in writing at the least, and a meeting of the University other than an annual general meeting or a meeting for the passing of a special resolution shall be called by fourteen days' notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the place, the day and the hours of meeting, and, in the case of special business, the general nature of that business and shall be given in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the University in general meeting to such persons as are under these Articles entitled to receive such notices:-

    Provided that a meeting of the University shall notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed:
    1. in the case of a meeting called as the annual general meeting by all the Members entitled to attend and vote thereat
    2. in the case of any other meeting by a majority in number of the Members having a right to attend and vote at the meeting being a majority together representing not less than ninety-five per cent of the total voting rights at that meeting of all the Members

Extraordinary General Meetings of Members

  1. The Court may whenever it thinks fit convene an extraordinary general meeting, and extraordinary general meetings shall be convened by the Court on such requisition, or, in default, may be convened by such requisitionists, as provided by section 368 of the Companies Act. If at any time there are not within the United Kingdom sufficient Members of the Court to form a quorum any Member of the Court may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Court.

Conduct of Business at General Meetings of Members

    1. No business shall be transacted at any general meeting unless a quorum of Members is present at the commencement of the meeting and at the time the business in question is transacted.
    2. In the case of an ordinary meeting eight Members present in person (of whom at least five shall be Members who are Governors appointed under Article 7(2)(a)) shall be a quorum.
    3. In the case of an extraordinary meeting ten Members present in person (of whom at least six shall be Members who are Governors appointed under Article 7(2)(a)) shall be a quorum.
    4. If a general meeting of Members is quorate but less than half the Members present are Governors appointed under Article 7(2)(a), a majority of such Members present may require that a decision on any matter be deferred to a subsequent general meeting, and upon the making of such a requirement any decision the subject thereof shall be deferred until the next annual general meeting or until an extraordinary general meeting convened to consider the matter to which it relates. No decision shall be deferred more than once under this provision.
  1. The chairman of the Court or in his or her absence the vice chairman of the Court shall take the chair at all meetings of Members of the University. Provided that at any meeting of Members of the University at which neither the chairman nor vice chairman of the Court shall be present the Members present shall appoint from among such of their number as are eligible for election under Article 17(1) a chairman for that meeting.
  2. Every Member shall have one vote, except that in any case of equality of votes on a division the chairman shall have a second or casting vote. Votes shall be given personally and not by proxy.
  3. No person shall vote on any matter in which he or she is personally interested pecuniarily or otherwise, or debate on such matter without the permission of the majority of the persons present and voting, such permission to be given or withheld without discussion.
  4. The proceedings at any meeting shall not (provided no requirement of the Companies Act has been infringed) be invalidated by reason of any accidental informality or irregularity in the convening thereof or otherwise, or any want of qualification in any of the persons present or voting thereat.
  5. The Members of the University shall cause minutes to be kept of the proceedings of general meetings of Members.

Notices to Members

  1. A notice may be served upon any Member either personally or by sending it through the post in a prepaid letter addressed to such Member at his or her registered address for service (if any). In the latter case the notice shall be deemed to have been served at the expiry of 48 hours after the posting thereof and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and posted.
  2. If a Member has not a registered address for service, any notice shall be sufficiently served on him or her by posting up in the registered office of the University such notice addressed generally to the Member. A Member who has no registered address in the United Kingdom and has not supplied an address within the United Kingdom for the giving of notices to him or her shall not be entitled to have a notice served on him or her.
  3. The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings at that meeting.

Vice Chancellor and Deputy Vice Chancellors

    1. The Court shall appoint the Vice Chancellor and one or more Deputy Vice Chancellors of the University.
    2. Subject to the powers and duties of the Court, the Vice Chancellor shall be the chief executive of the University and shall be responsible under the general direction of the Court
      1. for the organisation, direction, management and conduct of the University and for making proposals to the Court concerning the educational character and mission of the University, and for implementing the decisions of the Court;
      2. for the determination, after consultation with the Academic Council, of the University's academic activities, and for the determination of its other activities;
      3. for leading and exercising supervision over staff;
      4. save as provided by Article 16(18) and 16(19) and subject otherwise to the provisions of these Articles and any regulations made thereunder for the appointment of, assignment of duties to, and the grading, appraisal, suspension, dismissal and determination of the pay and conditions of service of staff other than holders of Senior Posts;
      5. save as provided by Article 16(18) and 16(19) and subject otherwise to the provisions of these Articles for the discipline of staff and students of the University and for the suspension or expulsion of students on disciplinary grounds and for the implementation of decisions to expel students for academic reasons;
      6. for the preparation of annual estimates of income and expenditure for consideration by the Court, and for the management of budget and resources within the estimates approved by the Court as provided under article 16(5); and
      7. for the discharge of all such functions as are allotted to the Vice Chancellor under Articles 38, 39, 46 and 47 and as may be delegated or allotted to the Vice Chancellor under Article 16(12) or under any regulations made under Article 16(22) or (23) or under Articles 35, 36, 40, 49, 50 or 51.
    3. The Deputy Vice Chancellors shall be responsible under the general direction of the Vice Chancellor for such aspects of the organisation, management and conduct of the University as may be assigned to each of them from time to time by the Vice Chancellor and the Court shall from time to time designate one of the Deputy Vice Chancellors to act for the Vice Chancellor in all respects in the Vice Chancellor's absence.

The Secretary

    1. The Court shall appoint or engage a Secretary of the University upon such terms as the Court thinks fit.
    2. The Secretary shall act as Clerk to the Court, and in that capacity shall discharge such duties as are imposed upon him or her by the Court.

Appointment and Promotion of Staff

  1. Each member of staff shall serve under a contract of employment with the University.
  2. Upon the occurrence of a vacancy or expected vacancy for the post of Vice Chancellor such post shall be advertised nationally.
  3. The Court shall make and may from time to time amend regulations relating to the appointment and promotion of staff provided that such regulations shall be consistent with these Articles including without prejudice to the generality of the foregoing Articles 33 and 34.

Conduct of Staff

  1. The Court shall make and may from time to time amend regulations relating to the conduct of staff provided that such regulations shall be consistent with these Articles and that before making or amending any such regulations the Court shall take steps to ascertain the views of staff thereon and further provided that in making or amending the same the Court shall have regard to the need to ensure that staff have freedom within the law to question and test received wisdom and to put forward new ideas and controversial or unpopular opinions without placing themselves in jeopardy or losing their jobs or any privileges they may have at the University.

Suspension of Staff

  1. The chairman of the Court or in his or her absence the vice chairman of the Court may suspend from duty with pay the holder of any Senior Post for misconduct or other good and urgent cause. The chairman or vice chairman of the Court (as the case may be) shall report such suspension in writing to all the Governors within two working days or as soon thereafter as practicable.
  2. The Vice Chancellor or in his or her absence any person authorised by the Vice Chancellor to act on his or her behalf may suspend from duty with pay any member of staff other than the holder of any Senior Post for misconduct or other good and urgent cause.
  3. Any holder of a Senior Post suspended under Article 37 shall be entitled to receive from the chairman or vice chairman of the Court (as the case may be) and any other member of staff suspended under Article 38 shall be entitled to receive from the Vice Chancellor or such authorised person (as the case may be) written notification of such suspension setting out the grounds on which the decision to suspend has been taken.
  4. The Court shall make and may from time to time amend regulations for the suspension of staff provided that such regulations shall be consistent with these Articles including without prejudice to the generality of the foregoing Articles 37 to 39 inclusive and that before making or amending such regulations the Court shall take steps to ascertain the views of staff thereon and further provided that such regulations shall contain provisions that
    1. any member of staff who has been suspended for three weeks or more may appeal to the Court against such suspension save that no such appeal shall lie if the member of staff in question is the subject of a reference to a special committee under Article 41 or of a notification from the Vice Chancellor or person authorised on his or her behalf under Article 47;
    2. any such appeal shall be heard and determined as soon as practicable; and
    3. any suspension against which an appeal is made shall continue to operate pending determination of such appeal.

Dismissal of Holders of Senior Posts

  1. If a majority of the Governors or the chairman of the Court or in his or her absence the vice chairman of the Court is of opinion that it may be appropriate for the Court to consider the dismissal of the holder of any Senior Post, the Court or the chairman or vice chairman of the Court (as the case may be) shall refer the matter to a special committee of the Court which shall be convened as soon as practicable to examine the facts, otherwise investigate the reasons for and against dismissal, and make a report to the Court.
  2. Such special committee shall consist of five Members of the Court. The chairman and vice chairman of the Court and the Vice Chancellor shall not be members of the special committee nor shall any Staff or Student Governor be a member thereof.
  3. Any holder of a Senior Post whose dismissal is to be considered by such a special committee shall have the right to make written and oral representations to the committee and for such purpose may be accompanied and represented thereat by a friend. After examining the matter and considering any such representations the committee shall prepare and submit a written report to the Court a copy of which shall be sent to the person to whom it relates. The report shall set out the facts relating to the matter and any factors which the committee is of opinion should be taken into account in the Court's consideration of the matter. The report shall not contain any recommendation as to the decision to be made by the Court.
  4. The Court shall consider the report of such special committee and take such action as it considers appropriate which may include the dismissal of the person concerned. Such person shall have the right to make written and oral representations to the Court relating to the report of the committee and for such purpose may attend the meeting of the Court at which such report is considered and may be accompanied and represented thereat by a friend.
  5. The Court shall make and may from time to time amend regulations relating to procedures for dismissal of holders of any Senior Post and to the proceedings of any such special committee provided that such regulations shall be consistent with these Articles including without prejudice to the generality of the foregoing Articles 41 to 44 inclusive.

Dismissal of Other Staff

  1. The Vice Chancellor or in his or her absence any person authorised by the Vice Chancellor to act on his or her behalf may dismiss any member of the staff other than the holder of a Senior Post and if the circumstances are such as to justify summary dismissal by virtue of the misconduct of such member of staff such dismissal may take immediate effect without any need for prior notice.
  2. Where the Vice Chancellor or such authorised person (as the case may be) is considering a case which may merit the dismissal of a member of staff other than a holder of a Senior Post, and the circumstances do not justify summary dismissal, he or she shall notify the member of staff concerned that such a case is under consideration. Such member of staff shall be given opportunity to make written and oral representations to the Vice Chancellor or such authorised person (as the case may be), for which purpose he or she may be accompanied and represented by a friend, before any decision to dismiss is made.
  3. Where a member of staff has been summarily dismissed under Article 46 or where a decision to dismiss a member of staff has been made under Article 47 such member of staff may appeal against the dismissal or decision to dismiss (as the case may be) to the Court. In the case of an appeal against a decision to dismiss under Article 47 the dismissal shall not take effect until the appeal has been determined.
  4. The Court shall make and may from time to time amend regulations relating to procedures for the dismissal of staff other than holders of any Senior Post and for the consideration of appeals against such dismissals provided that such regulations shall be consistent with these Articles including without prejudice to the generality of the foregoing Articles 46 to 48 inclusive and that before making or amending any such regulations the Court shall take steps to ascertain the views of the staff thereon. Any such regulations shall include reference to the rights of representation of staff.

Grievance Procedures

  1. After consultation with the staff the Court shall make regulations specifying procedures according to which staff may seek redress of any grievances relating to their employment.

Students

  1. The Court shall make and may from time to time amend regulations as to the admission, conduct, suspension, exclusion and expulsion of students of the University and disciplinary procedures and appeals relating thereto and to decisions of boards of examiners provided that such regulations shall be consistent with these Articles and that before making or amending any such regulations the Court shall consult with the Academic Council and shall take steps to ascertain the views of students of the University thereon.
  2. Students of the University shall have appropriate opportunities to raise matters of proper concern to them at all levels within the University and the Court shall make and may from time to time amend regulations to secure the same provided that such regulations shall be consistent with these Articles including without prejudice to the generality of the foregoing Article 18(11) and (12) and that before making or amending any such regulations the Court shall take steps to ascertain the views of students of the University thereon and shall consult with the Academic Council.
  3. There shall be a Students' Union of the University. The Students' Union shall conduct and manage its own affairs and funds in accordance with a constitution approved by the Court and shall present audited accounts and budgets annually to the Court. No amendment to or rescission of its constitution, in part or in whole, shall be valid unless and until approved by the Court, which may initiate amendment or rescission.

Seal

  1. The Court shall provide a Common Seal for the purposes of the University which shall be kept under secure arrangements by the Secretary or such custody and control as the Court shall from time to time determine. The Seal of the University shall not be affixed to any instrument except pursuant to a resolution of the Court and in the presence of two Governors, including the chairman of the Court or some other Member authorised generally or specifically by the Court to act for that purpose, who shall sign every instrument to which the seal is affixed in their presence and every such instrument shall be countersigned by the Secretary.

Finance

  1. The Court shall cause accounting records to be kept in accordance with the Companies Act and with the Education Reform Act.
  2. The University may at a general meeting impose reasonable restrictions as to the time and manner at and in which the books and accounts of the University may be inspected by the Members and subject thereto the books and accounts shall be open to inspection by the Members at all reasonable times during the usual business hours.
  3. Save where the Members otherwise elect in general meeting or by written resolution in accordance with the provisions of section 379A of the Companies Act to dispense with the laying of accounts and reports before general meetings pursuant to section 252 of the Companies Act the Court shall lay before a general meeting of the University for each year in accordance with the requirements of the Companies Act an income and expenditure account of the University and a balance sheet for the year ending on the previous 31st July. Such account and balance sheet shall be accompanied by a report of the Court as to the state of affairs of the University and a report of the auditors and the balance sheet accounts and reports shall comply with the provisions of the Companies Act. A copy of every balance sheet together with copies of the said account and reports shall not less than twenty- one clear days before the date of the meeting before which such balance sheet account and reports are to be laid, be sent to all persons entitled to receive notices of general meetings of the University.
  4. The Vice Chancellor shall prepare or cause to be prepared annual estimates of income and expenditure for consideration and approval by the Court.
  5. The Court shall determine the tuition and other fees payable to the University (subject to any terms and conditions attached to grants, loans or other payments paid or made by the Higher Education Funding Council).
  6. Auditors shall be appointed and their duties regulated in accordance with the Companies Act and with the Education Reform Act.

Winding Up

  1. The provisions of Clause 8 of the Memorandum of Association relating to the winding-up or dissolution of the University shall have effect and be observed as if the same were repeated in these Articles.

Copies of Articles and Regulations

  1. A copy of the Memorandum of Association of the University and of these Articles and copies of all regulations made thereunder and for the time being in force shall be given to every Governor upon his or her appointment or as soon as practicable thereafter and shall be made available for inspection upon request to the Secretary by any member of staff or student of the University.

Amendment of Articles

  1. These Articles may be amended or replaced by a special resolution of the University either with the approval of the Privy Council or as required by the Privy Council after consultation with the University in accordance with section 125 of the Education Reform Act and subject to the requirements of the Companies Act.

Indemnity

    1. Subject to the provisions of the Companies Act, every Governor or other officer of the University shall be indemnified out of the assets of the University against all costs, charges, expenses, losses and liabilities he or she may sustain or incur in or about the execution of his office or otherwise in relation thereto.
    2. The Court shall have power to resolve pursuant to paragraph 3(G)(18) of the Memorandum of Association to effect indemnity insurance notwithstanding the interest of any Members of the Court in such a policy and the provisions of Article 18(8) shall not apply to any such interest.