Instrument and articles of government

Instrument of Governmemt

At the Council Chamber, Whitehall

THE 29th DAY OF MARCH 1993

BY THE LORDS OF HER MAJESTY'S MOST HONOURABLE

PRIVY COUNCIL

WHEREAS section 124A(3) and (4) of the Education Reform Act 1988( (hereinafter referred to as "the Act") provide that the Privy Council may by Order make an instrument of government of any higher education corporation with respect to which Schedule 7 to the Act has effect, and that the said instrument of government shall comply with the requirements of Schedule 7A to the Act and may make any provisions authorised to be made by the said Schedule 7A, and such other provision as may be necessary or desirable:

AND WHEREAS the The University of Wolverhampton higher education corporation is a higher education corporation with respect to which the said Schedule 7 has effect:

NOW, THEREFORE, Their Lordships, in exercise of the powers conferred on Them by the said section 124A(3) are pleased to, and do hereby, make an instrument of government for the The University of Wolverhampton higher education corporation as set out in the Schedule to this Order, which shall come into force forthwith.

N.H. Nicholls

____________________

SCHEDULE

INSTRUMENT OF GOVERNMENT REFERRED TO IN THE FOREGOING ORDER

1. INTERPRETATION

(1) In this Instrument, the following words and expressions shall have the meanings indicated in this paragraph -

"the Act" means the Education Reform Act 1988 as amended from time to time;

"the Corporation" means the The University of Wolverhampton higher education corporation;

"the Board of Governors" means the members of the Corporation;

"the University" means the The University of Wolverhampton conducted by the Corporation;

"the Principal" means the Vice-Chancellor and the Director of the University;

"the Academic Board" means the Academic Board of the University constituted in accordance with the Articles;

"the Instrument" means the Instrument of Government of the Corporation;

"the Articles" means the Articles of Government in accordance with which the University is conducted;

"the Clerk" means the person appointed to the office of the Clerk to the Board of Governors under the Articles;

"the Secretary of State" means the Secretary of State for Education; and

"the appointing authority" means the Corporation unless otherwise specified.

(2) References in this Instrument, in relation to the Board of Governors, to a variable category of members are references to any category of members in relation to which the number applicable in accordance with paragraph 3 below is subject to variation.

2. NAME OF THE CORPORATION

(1) The Board of Governors may, by resolution, change the name of the Corporation, with the consent of the Privy Council.

3. MEMBERSHIP OF THE BOARD OF GOVERNORS

(1) The Board of Governors shall consist of -

(a) not less than twelve and not more than twenty-four members appointed in accordance with the following provisions; and

(b) the Principal, unless he chooses not to be a member.

(2) Of the appointed members -

(a) up to thirteen shall be independent members;

(b) up to two may be teachers at the University nominated by the Academic Board and up to two may be students of the University nominated by the students thereof; and

(c) at least one and not more than nine shall be co-opted members nominated by the members of the Board of Governors who are not co-opted members.

(3) Independent members shall be persons appearing to the appointing authority to have experience of, and to have shown capacity in, industrial, commercial or employment matters or the practice of any profession.

(4) The co-opted member required by sub-paragraph 3(2)(c) above shall be a person who has experience in the provision of education.

(5) A person (other than a person appointed in pursuance of sub-paragraph 3(2)(b) above) who is -

(a) employed at the University (whether or not as a teacher); or

(b) a full-time student at the University; or

(c) an elected member of any local authority,

is not eligible for appointment as a member of the Board of Governors otherwise than as a co-opted member.

(6) For the purposes of this paragraph, a person who is not for the time being enrolled as a student at the University shall be treated as such a student during any period when he has been granted leave of absence from the University for the purposes of study or travel or for carrying out the duties of any office held by him in the Students' Union at the University.

(7) It shall be for the appointing authority to determine any question as to whether any person is qualified in accordance with the preceding provisions of this paragraph for appointment as a member of the Board of Governors of any description or category.

4. DETERMINATION OF MEMBERSHIP NUMBERS

(1) The Board of Governors shall make a determination with respect to its membership numbers.

(2) Such a determination shall fix the number of members of each variable category of which the Board of Governors is to consist, subject to the limits applicable in relation to that category in accordance with paragraph 3(2) above.

(3) In making such a determination, the Board of Governors shall secure that at least half of all the members of the Board of Governors, when constituted in accordance with the determination, will be independent members.

(4) Such a determination shall not have effect so as to terminate the appointment of any person who is a member of the Board of Governors at the time when it takes effect.

(5) Such a determination may be varied by a subsequent determination.

5. APPOINTMENT OF MEMBERS OF THE BOARD OF GOVERNORS

(1) Subject to the provisions of section 124C of the Act, no appointment of members of the Board of Governors may be made before the first determination of the membership in accordance with paragraph 4(1) above takes effect.

(2) The Board of Governors is the appointing authority in relation to the appointment of any member of the Board of Governors other than an independent member.

(3) Where an appointment of an additional independent member of the Board of Governors fails to be made in consequence of a determination in accordance with paragraph 4 above, the appointing authority in relation to the appointment -

(a) shall be the Board of Governors if the appointment is made within the period of three months beginning with the date of the determination; or

(b) if the appointment is not made within that period, shall be the current independent members of the Board of Governors.

(4) Where a vacancy in the office of an independent member of the Board of Governors arises on any existing member ceasing to hold office on the expiry of his term of office -

(a) his successor shall not be appointed more than six months before the expiry of that term; and

(b) the appointing authority in relation to the appointment of his successor -

(i) shall be the Board of Governors, if the appointment is made not less than three months before the expiry of that term; or

(ii) if the appointment is not so made, shall be the current independent members of the Board of Governors.

(5) Where a vacancy in the office of an independent member of the Board of Governors arises on the death of any such member or on any such member ceasing to hold office in accordance with the Instrument, the appointing authority in relation to the appointment of his successor -

(a) shall be the Board of Governors if the appointment is made within the period of three months beginning with the date of death or the date on which the office becomes vacant (as the case may be); or

(b) if the appointment is not made within that period, shall be the current independent members of the Board of Governors.

(6) No appointment of an independent member of the Board of Governors by the Board of Governors in accordance with sub-paragraph 5(3)(a), 5(4)(b)(i) and 5(5)(a) above shall be made unless the appointment has been approved by the current independent members of the Board of Governors.

(7) If the number of independent members of the Board of Governors falls below the number needed in accordance with the Articles for a quorum, the Secretary of State is the appointing authority in relation to the appointment of such number of independent members as is required for a quorum.

6. TENURE OF OFFICE OF MEMBERS OF THE BOARD OF GOVERNORS

(1) The Board of Governors shall determine the period of office of members in each of the variable categories set out in paragraph 3(2) above. Such members shall hold and vacate office in accordance with the terms of their appointment and shall, on ceasing to be a member on completion of their period of office, be eligible for re-appointment.

(2) A member of the Board of Governors may at any time by notice in writing to the Clerk resign his office, which will thereupon become vacant from the date of receipt of the notice or date of resignation specified therein, whichever shall be the later.

(3) If at any time the Board of Governors is satisfied that any member of the Board of Governors -

(a) has been absent from meetings of the Board of Governors for a period longer than twelve consecutive months without the permission of the Board of Governors; or

(b) is unable or unfit to discharge the functions of a member,

the Board of Governors may by notice in writing to that member remove him from office; and thereupon the office shall become vacant.

(4) Where a member of the Board of Governors appointed as an Academic Board nominee or a student nominee, or a member of staff or student appointed as a co-opted member of the Board of Governors, ceases before the end of his period of office to be a member of staff or a student of the University, as the case may be, his office shall thereupon become vacant.

7. OFFICERS

(1) The Board of Governors shall appoint from among their own number a Chairman and a Deputy Chairman and any other officers which the Board of Governors may determine.

(2) The Chairman and Deputy Chairman and any other officers shall hold office for such period as the Board of Governors may determine.

(3) A member of the Board of Governors who is employed at the University or who is a student of the University is not eligible for appointment as Chairman or Deputy Chairman of the Board of Governors.

8. COMMITTEES

(1) The Board of Governors may establish a committee for any purpose or function.

(2) The Board of Governors shall determine the terms of reference of every committee established by the Board of Governors.

(3) The Board of Governors shall determine the number of members of every committee established by the Board of Governors and the terms of which they are to hold and vacate office.

(4) Such Committees may include persons who are not members of the Board of Governors.

9. ALLOWANCES

(1) The Board of Governors shall determine any allowances to be paid to members of the Board of Governors.

10. SEAL OF CORPORATION

(1) The application of the Seal of the Corporation shall be authenticated by the signature of the Chairman of the Board of Governors or some other member of the Board of Governors authorised either generally or specially by the Board of Governors to act for that purpose together with that of any other member of the Board of Governors. The Clerk shall countersign every instrument to which the Seal is affixed.

(2) The Seal of the Corporation shall be held under secure arrangements by the Clerk.

11. COPIES OF THE INSTRUMENT OF GOVERNMENT

(1) Copies of the Instrument of Government shall be provided to each member of the Board of Governors.

Articles Of Government

Articles of Government (.pdf)

These Articles of Government were sealed on behalf of

The University of Wolverhampton

on 27th September 1994 and came into operation on

1st October 1994

Clause 4 was amended by the Board of Governors with the approval

of the Privy Council on 25th July 1996 and the amendment came into force

on 7th January 1997

Clause 7(3) was amended by the Board of Governors with the approval of the Privy Council on 10th July 1997 and the amendment came into force on 20th November 1997

Articles 4(1), 4(2)(b), 4(2)(c) and 7(6) were amended, a new Article 4(2)(e) was included and the existing Article 4(2)(e) was re-numbered by the Board of Governors on 8th July 1999 and with the approval of the Privy Council came into force on 30th September 1999

In confirmation of the above amendments, this copy of the Articles of Government was sealed on 2nd December 2004

ARTICLES OF GOVERNMENT OF THE UNIVERSITY OF WOLVERHAMPTON

In exercise of the powers conferred upon it by Section 125 of the Education Reform Act 1988 , The University of Wolverhampton higher education corporation makes the following Articles of Government in accordance with which The University of Wolverhampton shall be conducted:

1. INTERPRETATION

(1) In these Articles, unless the context otherwise requires, words and expressions shall have the meanings ascribed to them in paragraph 1 of the Instrument of Government made by the Privy Council on 29th March 1993, and

"holders of senior posts" means the Principal, the Clerk and the holders of such other senior posts as the Board of Governors may determine and "holder of a senior post" shall be construed accordingly;

"the staff" includes both teaching and other staff of the University;

"staff governor" means a member of the Board of Governors appointed on the nomination of the Academic Board or as a co-opted staff nominee;

"student governor" means a member of the Board of Governors appointed as a student nominee or a co-opted student nominee; and

"a students' union" means any association of the generality of students formed to further the educational purposes of the University and the interests of students as students.

2. CONDUCT OF THE UNIVERSITY

(1) The University shall be conducted in accordance with the provisions of the Education Acts 1944 to 1993, any subsequent Education Acts, any relevant regulations, orders or directions made by the Secretary of State, or by the Privy Council, and subject thereto, in accordance with the provisions of the Instrument, these Articles and any rules or bye-laws made under these Articles.

3. RESPONSIBILITIES OF BOARD OF GOVERNORS, PRINCIPAL AND ACADEMIC BOARD

The Board of Governors

(1) The Board of Governors shall be responsible for:

(a) the determination of the educational character and mission of the University and for oversight of its activities, including the exercise of degree-awarding powers;

(b) the effective and efficient use of resources, the solvency of the University of Wolverhampton and the Corporation and for safeguarding their assets;

(c) approving annual estimates of income and expenditure;

(d) the appointment, grading, appraisal, suspension, dismissal and determination of the pay and conditions of service of the Principal, the Clerk and the holders of such other senior posts as the Board of Governors may determine. (In the grading, appraisal, suspension, dismissal and determination of the pay and conditions of service of the Principal, the Clerk and the holders of such other senior posts as the Board of Governors may determine, the Board of Governors shall apply uniform procedures, which shall be those specified in these Articles or otherwise determined by the Board of Governors in relation to the posts of Principal and the Clerk; and the Board of Governors shall approve the assignment of other holders of senior posts besides the Principal and the Clerk.); and

(e) setting a framework for the pay and conditions of service of all other staff.

The Principal

(2) Subject to the responsibilities of the Board of Governors, the Principal shall be the chief executive of the University, and shall be responsible for:

(a) making proposals to the Board of Governors about the educational character and mission of the University, and for implementing the decisions of the Board of Governors;

(b) the organisation, direction and management of the University and leadership of the staff;

(c) the appointment, assignment, grading, appraisal, suspension and dismissal of staff other than the holders of senior posts, and the determination - within the framework set by the Board of Governors - of the pay and conditions of service of staff other than the holders of senior posts;

(d) the determination, after consultation with the Academic Board, of the University's academic activities, and the determination of its other activities;

(e) preparing annual estimates of income and expenditure, for consideration by the Board of Governors, and the management of budget and resources, within the estimates approved by the Board of Governors; and

(f) the maintenance of student discipline and, within the rules and procedures provided for within these Articles, the suspension or expulsion of students on disciplinary grounds and implementing decisions to expel students for academic reasons.

The Academic Board

(3) Subject to the provisions of these Articles, to the overall responsibility of the Board of Governors, and to the responsibilities of the Principal, the Academic Board shall be responsible for:

(a) general courses at the University, including criteria for the admission of students; the appointment and removal of internal and external examiners; the content of the curriculum; academic standards and the validation and review of courses; policies and procedures for assessment and examination of the academic performance of students; the procedures for the award of qualifications and honorary academic titles; and the procedures for the expulsion of students for academic reasons. (Such responsibilities shall be subject to the requirements of validating and accrediting bodies, as may be applicable);

(b) considering the development of the academic activities of the University and the resources needed to support them, and advising the Principal and the Board of Governors thereon;

(c) keeping under review the academic plans of the University in the light of the objectives set by the Board of Governors and reporting thereon annually to the Board of Governors; and

(d) advising on such other matters as the Board of Governors or the Principal may refer to the Academic Board.

(4) So far as is practicable, the Academic Board shall arrange for its tasks to be performed by Faculties, Schools and Departments of the University where those tasks are related to matters not affecting other Faculties, Schools or Departments (as appropriate) or the University as a whole.

(5) The Academic Board may establish such committees as it considers necessary to enable it to carry out its responsibilities provided that each establishment is first approved by the Principal and Board of Governors. The number of members of any such committee and the terms on which they are to hold and vacate office shall be determined by the Academic Board.

4. ACADEMIC BOARD

(1) There shall be an Academic Board of no more than thirty members, comprising the Principal (who shall be Chairman) and such other numbers of staff and students as may from time to time be approved by the Board of Governors. The Principal may nominate a Deputy Chairman from among the members of the Academic Board to take the chair in his place. The period of appointment of members and the selection or election arrangements shall be subject to the approval of the Board of Governors.

(2) The Academic Board shall comprise:

(a) the Principal;

(b) up to five other holders of Senior Posts;

(c) not fewer than ten but not more than fifteen holders of such posts of Dean, head of School, head of other academic or related department, or other designated senior manager, or their equivalent, as may from time to time be specified in the bye-laws made by the Board of Governors;

(d) ten members of the teaching staff, being nominated by the teaching staff in such manner as may from time to time be specified in the bye-laws made by the Board of Governors;

(e) one member of the staff, not being a teacher and being nominated by the non-teaching staff in such manner as may from time to time be specified in the bye-laws made by the Board of Governors; and

(f) three students of the University, of whom one shall be the President of the Students' Union and the other two shall be nominated by the Students' Union.

At no time shall the total membership under sub-sections (b) and (c) above constitute less than half of the total membership of Academic Board.

(3) The Principal shall designate a suitably qualified person (who may be a member of the Academic Board) to act as Secretary to the Academic Board.

5. DELEGATION OF FUNCTIONS AND COMMITTEES

(1) Subject to the following provisions of this Article, the Board of Governors may establish committees for any purpose or function, other than those assigned elsewhere in these Articles to the Principal or to the Academic Board, and may delegate powers to such committees or to the Chairman of the Board of Governors or to the Principal.

(2) The Board of Governors shall establish a committee or committees to determine or advise on such matters relating to employment policy or finance as the Board of Governors may remit to them. The members of the committee or committees shall be drawn from the Board of Governors other than staff or student governors and shall normally include the Principal.

(3) The Board of Governors shall establish a committee whose members shall be drawn from the independent members of the Board of Governors to determine the grading, appraisal, pay and conditions of service of the Principal, the Clerk and other holders of senior posts, except so far as provided otherwise in these Articles.

(4) The Board of Governors shall establish a Special Committee to consider and to make recommendations to the Board of Governors on proposals for the dismissal of senior staff, as provided in these Articles.

(5) The Board of Governors shall establish an Audit Committee to meet the requirements of the Higher Education Funding Council for England.

(6) The Board of Governors shall not, however, delegate the following:

(a) the determination of the educational character and mission of the University;

(b) the approval of the annual estimates of income and expenditure;

(c) ensuring the solvency of the University of Wolverhampton and the Corporation and the safeguarding of their assets;

(d) the appointment or dismissal of the Principal; or

(e) the varying or revoking of these Articles.

(7) The Board of Governors shall determine the membership (which may include persons who are not members of the Board of Governors), the quorum (unless specified otherwise in these Articles), the terms of office and functions of every committee established by the Board of Governors. The Chairman and Deputy Chairman of the Board of Governors shall, unless excluded by any express provision of these Articles, be members of such committees ex officio.

(8) Any committee of the Board of Governors may establish sub-committees and determine their membership, terms of office and functions.

6. APPOINTMENT OF CLERK TO THE BOARD OF GOVERNORS

(1) The Board of Governors shall appoint a Clerk to act as secretary to the Board of Governors.

7. PROCEDURES FOR MEETINGS

(1) The quorum for meetings of the Board of Governors shall be eight members, of whom five shall be independent members.

If a meeting is quorate, but less than half the members present are independent

Quorum members, a majority of the independent members present shall be able to require that a decision be deferred to the next meeting. No decision shall be deferred more than once under this provision.

(2) Members of the Board of Governors shall not be bound in their speaking and voting by mandates given to them by other bodies or persons.

(3) The Board of Governors shall elect from the independent members of

Chairman the Board of Governors a Chairman and Deputy Chairman, who shall

and Deputy normally hold office for a period of three years. The election of a

Chairman Chairman and a Deputy Chairman shall normally take place at the first ordinary meeting of the Board of Governors after 31 July in every third year.

Whenever the office of Chairman is vacant or the holder thereof is for any reason unable to act, the Deputy Chairman shall, when acting as such, exercise the functions of the office of Chairman. If both the Chairman and the Deputy Chairman are absent from any meeting, the members of the Board of Governors present shall elect one of their number as Chairman, who shall act for that meeting only.

A member of the Board of Governors who is employed at the University or who is a student at the University is not eligible for election as Chairman of any meeting of the Board of Governors or any of its committees.

Both the Chairman and the Deputy Chairman shall be eligible for re-election.

Whenever a vacancy shall occur in the office of Chairman or of Deputy Chairman, the Board of Governors shall at its next ordinary meeting elect from among its number a new Chairman or Deputy Chairman, as the case may be, for the unexpired term of office.

(4) Every vacancy in the office of nominee member of the Board of Governors

Appointment shall as soon as is practicable be notified to the proper nominating authority

of Members by the Clerk.

Whenever a vacancy in the office of member of the Board of Governors arises for which the Corporation is the appointing authority, the Clerk shall invite written nominations for consideration as soon as is practicable thereafter by the Board of Governors. The quorum for any meeting of the Board of Governors at which an appointment of a member of the Board of Governors is to be made shall be eight, of whom at least five shall be independent members. Members who for any reason are unable to attend the meeting of the Board of Governors shall not be permitted to appoint proxies.

Whenever a vacancy in the office of independent member of the Board of Governors arises for which the current independent members of the Corporation are the appointing authority, the Clerk shall invite written nominations from the current independent members and shall convene a meeting of the current independent members, who shall constitute a committee of the Corporation for the purpose of fulfilling the responsibilities of the independent members as the appointing authority. The committee shall elect a Chairman for the meeting. The quorum for a meeting of the committee shall be a majority of the current independent members of the Board of Governors. Members who for any reason are unable to attend the meeting of the committee shall not be permitted to appoint proxies.

The appointing authority in relation to the appointment of a member of the Board of Governors shall in every case determine to make the appointment by a vote representing an absolute majority of all of the current members of that appointing authority (whether or not taking part in the vote). The vote for the appointment of a member of the Board of Governors shall in every case be by secret ballot.

When necessary, the nominee or nominees receiving least votes shall be eliminated from the procedure and a further ballot or ballots be held until there is for one or more nominees (as appropriate) a vote representing an absolute majority of the members of the appointing authority.

The Clerk shall give not less than ten days' notice of a meeting of the Board of Governors or of a committee thereof acting as the appointing authority at which the appointment of a member of the Board of Governors is to be made.

The nomination of teachers by the Academic Board and the nomination of students by the students of the University for appointment to the Board of Governors shall be made in such manner as specified in the bye-laws made from time to time by the Board of Governors.

(5) The proceedings of the Board of Governors or of any committee of the Board of Governors shall not be invalidated by any vacancy in their number or by any defect in the nomination, election, appointment, or qualification of any member of the Board of Governors or by want of service of a summons upon any member of the Board of Governors.

The Board of Governors shall meet at least three times in every year beginning 1st August and shall hold such other meetings as may be necessary for the efficient discharge of the duties and responsibilities of the Board of Governors. All meetings of the Board of Governors shall be summoned by the Clerk (or his representative). The Clerk shall send to each member of the Board of Governors at least ten clear days before each ordinary meeting a summons to attend the meeting and shall specify the business proposed to be transacted. The Chairman of the Board of Governors may, if in the exercise of his discretion he thinks fit, take any item of business not included in the summons.

The Clerk shall call an extraordinary meeting of the Board of Governors at the written request of the Chairman of the Board of Governors or of the Principal or of any five members of the Board of Governors or without such requests upon any circumstances arising which, in the opinion of the Clerk, make it desirable that a meeting of the Board of Governors should be called. The Clerk shall give to each member of the Board of Governors such notice of each extraordinary meeting as is reasonable in the particular circumstances and in the summons to attend the meeting shall specify the business proposed to be transacted. No business shall be transacted at that extraordinary meeting of the Board of Governors except that which is contained in the summons.

No business shall be transacted at any meeting of the Board of Governors unless a quorum of eight members, of whom at least five shall be independent members, is present at the commencement of the meeting and at the time the business in question is transacted. If within fifteen minutes from the time appointed for a meeting a quorum is not present, the meeting shall adjourn to such date, time and place as shall be determined. Likewise, if at any time during a meeting of the Board of Governors there is not a quorum present, the meeting shall stand adjourned to such date, time and place as shall be determined.

Any meeting of the Board of Governors may be adjourned as decided by resolution of the Board of Governors. No business shall be transacted at an adjourned meeting other than the business proposed to be transacted at the original meeting.

The Clerk shall be responsible for preparing and issuing summonses and agenda for meetings of the Board of Governors and of its committees; for recording the minutes of the proceedings at meetings of the Board of Governors and of its committees; and for such other duties relevant to the business of the Corporation as may from time to time be assigned to him by the Board of Governors.

The minutes of the proceedings transacted at each meeting of the Board of Governors and of each committee of the Board of Governors and the names of the members of the Board of Governors, or committee thereof, as appropriate, present shall be entered into a book to be kept by the Clerk and, if agreed by the Board of Governors, or committee thereof, as appropriate, at its next subsequent meeting as a true record and signed by the Chairman of that meeting, shall be conclusive evidence of the matters stated therein.

Except as otherwise provided in the Instrument and in these Articles and subject always to the provision of the Act, every question to be determined at a meeting of the Board of Governors or of any committee of the Board of Governors shall be determined by a majority of votes of the members present and voting, expressed by a show of hands unless it is resolved before the question is put that a secret ballot be held to determine the issue. Where there is an equal division of votes, the Chairman of the meeting shall have a second or casting vote.

Members of the Board of Governors who for any reason are unable to attend a meeting of the Board of Governors or of a committee of the Board of Governors shall not be permitted to appoint proxies to speak or vote in their place.

Any resolution of the Board of Governors or of a committee thereof may be rescinded or varied at a subsequent meeting if due notice of the proposal to rescind or to vary the same has been given to all members of the Board of Governors or of the committee, as appropriate, in the notice of business to be transacted.

A resolution in writing to which every member of the Board of Governors or of a committee thereof, as appropriate, signifies acquiescence in writing shall be valid as if that resolution had been passed at a meeting of the Board of Governors or of the committee, as appropriate, duly convened and held.

If any member of the Board of Governors has a pecuniary, family or other personal interest, whether direct or indirect, in any contract, proposed contract or other matter and is present at a meeting at which the contract, proposed contract or other matter is to be discussed, that member shall as soon as practicable disclose the fact of that interest to the meeting and shall not take part in the consideration or discussion of the contract, proposed contract or other matter or vote on any question with respect to that contract, proposed contract or other matter, except that this provision shall not prevent the Board of Governors' considering and voting upon proposals for the Corporation to insure the members of the Corporation against liabilities arising out of their office or the Corporation's obtaining such insurance and paying the premiums. A member of the Board of Governors shall not be treated as having a pecuniary interest in a matter by reason only of his being a member of the staff or a student of the University or of his receiving a salary or other remuneration or occupying any dwelling provided by the Corporation, provided that that interest is not greater than that of other members of the staff or other students, as the case may be, in general. Any member of the Board of Governors who is a member of the teaching staff or general staff of the University shall withdraw from that part of the meeting of the Board of Governors or of a committee of the Board of Governors at which there is consideration of the appointment, remuneration, promotion, conditions of service, suspension, dismissal, or retirement of a named member of staff or prospective member of staff, if the other members of the Board of Governors present at the meeting so resolve. Likewise, any member of the Board of Governors who is a student of the University shall withdraw from that part of the meeting of the Board of Governors or of a committee of the Board of Governors at which there is consideration of the appointment, remuneration, promotion, conditions of service, suspension, dismissal or retirement of a named member of staff or prospective member of staff, or at which there is consideration of any named student or prospective student of the University, if the other members of the Board of Governors present at the meeting so resolve. Unless invited by a resolution of the other members of the Board of Governors present at the meeting to remain, the Principal shall withdraw from that part of any meeting at which there is consideration of the personal position of the Principal.

A copy of the agenda for every meeting of the Board of Governors or its committees, of the draft minutes of every such meeting if they have been approved by the Chairman of the meeting, of the signed minutes of every such meeting, and of any report, document or other paper considered by any such meeting shall, in each case as soon as reasonably practicable, be made available at the University by the Board of Governors to any member of the staff or any student of the University wishing to inspect them, except that there may be excluded from the documents to be made available any material relating to any named member of staff or prospective member of staff or to any named student or prospective student or to any other matter which, by reason of its nature, the Board of Governors or any committee thereof, as appropriate, or the Chairman of the Board of Governors or the Clerk acting on their behalf, are satisfied should be dealt with on a confidential basis.

The provisions of these Articles relating to summonses, agenda and minutes of meetings of the Board of Governors shall apply, so far as is practicable, to meetings of committees of the Board of Governors also.

Except as provided otherwise in these Articles, no person who is not a member of the Board of Governors, or committee thereof, shall attend a meeting of the Board of Governors, or committee thereof, as appropriate, unless invited to attend by the Board of Governors, or committee, thereof, as appropriate.

(6) Proceedings of the Academic Board

Except so far as is provided otherwise in these Articles, the Academic Board shall determine the rules governing the conduct of meetings of the Academic Board and of its committees, but shall report such rules to the Board of Governors for information.

The quorum for meetings of the Academic Board shall be ten. If within fifteen minutes from the time appointed for a meeting a quorum is not present, the meeting shall adjourn to such date, time and place as shall be determined. Likewise, if at any time during a meeting of the Academic Board there is not a quorum present, the meeting shall stand adjourned to such date, time and place as shall be determined. Any meeting of the Academic Board may be adjourned as decided by resolution of the Academic Board. No business shall be transacted at an adjourned meeting other than the business proposed to be transacted at the original meeting.

All meetings of the Academic Board shall be summoned by the Secretary to the Academic Board, or his representative, who shall send to each member of the Academic Board at least five clear days before each meeting a summons to attend the meeting and shall specify the business to be transacted. The Chairman of the Academic Board may, if in the exercise of his discretion he thinks fit, take any item of business not included in the summons.

The Minutes of the proceedings transacted at each meeting of the Academic Board and the names of the members of the Academic Board present shall be entered in a book kept by the Secretary to the Academic Board, and, if agreed by the Academic Board at its next subsequent meeting as a true record and signed by the Chairman of that meeting, shall be conclusive evidence of the matters stated therein. A report of the proceedings of the Academic Board shall be presented by the Principal to the Board of Governors, and the Principal shall, through the Clerk, notify the Board of Governors of any matter arising out of the proceedings of the Academic Board which requires resolution by the Board of Governors.

Every question to be determined at a meeting of the Academic Board shall be determined by a majority of the votes of the members of the Academic Board present and voting, expressed by a show of hands unless it is resolved before the question is put that a secret ballot be held to determine the issue. Where there is an equal division of votes, the Chairman of the meeting shall have a second or casting vote.

Any member of the Academic Board who for any reason is unable to attend a meeting of the Academic Board or a committee thereof shall be permitted to nominate a substitute who shall have the power to speak and vote in place of the member.

The Academic Board may, by resolution at the commencement of the particular meeting, invite any member of the University to attend specific meetings of the Academic Board and to speak on specific matters on the agenda for such meetings, but persons thus invited to attend shall not be permitted to vote on any question to be determined by the Academic Board.

Any resolution of the Academic Board may be rescinded or varied at a subsequent meeting if due notice of the proposal to rescind or to vary the same has been given to members of the Academic Board in the notice of business to be transacted.

A copy of the agenda for every meeting of the Academic Board or its committees, of the signed Minutes of every such meeting, and of any report, document or other paper considered by such meeting shall, in each case as soon as reasonably practicable, be made available at the University by the Academic Board to any member of the staff or any student of the University wishing to inspect them, except that there may be excluded from the documents to be made available any material relating to any named member of staff or prospective member of staff or to any named student or prospective student or to any other matter which, by reason of its nature, the Academic Board or any committee thereof, as appropriate, or the Chairman of the Academic Board or the Secretary to the Academic Board acting on their behalf, are satisfied should be dealt with on a confidential basis.

8. APPOINTMENT AND PROMOTION OF STAFF

(1) Each member of staff shall serve under a contract of employment with the Corporation.

(2) Upon the occurrence of a vacancy or expected vacancy for the post of Principal, the post shall be advertised nationally.

(3) Before making an appointment to a post of Dean of Faculty, Head of School, Head of another academic or related Department, or their equivalent, the Principal shall consult such academic or other advisers, including at least one member of the Board of Governors who is not a member of staff or a student, as he deems appropriate.

(4) Before making an appointment to any other post, the Principal shall consult the relevant Dean of Faculty, Head of School or other Departmental Head.

(5) The Principal shall submit to the Board of Governors such reports on the appointment of staff as the Board of Governors may require.

9. CONDUCT OF STAFF

(1) After consultation with the staff, the Board of Governors shall make rules relating to the conduct of staff.

Academic Freedom

(2) In making rules under Article 9(1), the Board of Governors shall have regard to the need to ensure that academic staff of the University 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.

10. SUSPENSION AND DISMISSAL OF STAFF

Suspension

(1) The Chairman of the Corporation, or, in the absence of the Chairman, the Deputy Chairman, may suspend from duty, with pay, the holder of a senior post for misconduct or other good and urgent cause. The Chairman, or Deputy Chairman, shall report such suspension in writing to the Board of Governors within two working days or as soon thereafter as practicable.

(2) The Principal, or such other member of staff to whom the Principal has delegated his authority in this matter acting on his behalf, may suspend from duty, with pay, any member of the staff of the University, other than the holder of a senior post, for misconduct or other good and urgent cause.

(3) Anyone who is suspended from duty under Articles 10(1) or 10(2) shall be entitled to receive from the Principal, or, in the case of the holders of senior posts, from the Chairman or Deputy Chairman of the Corporation, written notification of the suspension, setting out the grounds on which the decision to suspend has been taken.

(4) Procedures for the suspension of staff under Articles 10(1) or 10(2) shall be specified in rules made by the Board of Governors after consultation with the staff. The rules shall include provision that:

(a) any person who has been under suspension for three weeks or more may appeal in writing to the Board of Governors or to a committee established to act on behalf of the Board in determining the appeal, against the suspension, save that no such right of appeal shall lie if the person is the subject of a reference to the Special Committee under Article 10(5) or to a notification from the Principal under Article 10(12);

(b) any appeal made under Article 10(4)(a) shall be considered as soon as practicable; and

(c) a suspension against which an appeal is made shall continue to operate pending the determination of the appeal.

Dismissal

(i) Holders of senior posts including the Principal and the Clerk.

(5) If the Chairman of the Corporation, or, in his absence, the Deputy Chairman, or a majority of the members of the Board of Governors, consider that it may be appropriate for the Board to dismiss the holder of a senior post, the Chairman, Deputy Chairman or Board of Governors, as appropriate, shall refer the matter to the Special Committee of the Board of Governors, which shall be convened as soon as possible to examine the facts, otherwise investigate the grounds for dismissal, and make a report to the Board of Governors.

(6) The person whose dismissal is to be considered by the Special Committee shall have the right to make representations to the committee, including oral representations, for which purpose he or she may be accompanied and represented by a friend.

(7) The Special Committee shall prepare a written report for consideration by the Board of Governors, a copy of which shall be sent to the person to whom it relates. The report shall set out the facts relating to the case, and any consideration which the committee considers should be taken into account in the Board of Governors' consideration of the matter. The report should not contain recommendations as to the decisions to be taken by the Board of Governors.

(8) The Board of Governors shall consider the report of the Special Committee and take such action as it considers appropriate, which may include the dismissal of the person concerned. The person concerned shall have the right to make representations to the Board of Governors, including oral representations, for which purpose he or she may be accompanied and represented by a friend.

(9) The Special Committee shall consist of five members of the Board of Governors. The Chairman and the Deputy Chairman of the Board of Governors, the Principal, staff and student members of the Board of Governors shall not be eligible for membership of the Special Committee.

(10) The Board of Governors shall make rules specifying procedures for the conduct of the Special Committee and other aspects of the procedure set out in Articles 10(5) to 10(9).

(ii) Other Members of Staff

(11) The Principal, or such other member of staff to whom the Principal has delegated his authority in this matter acting on his behalf, may dismiss any member of the staff of the University other than the holder of a senior post and if the circumstances are such that he is entitled to do so by virtue of the conduct of that member of staff that dismissal may take immediate effect without any need for prior notice.

(12) Where the Principal, or such other member of staff to whom the Principal has delegated his authority in this matter acting on his behalf, proposes to dismiss such a member of staff and the circumstances described in Article 10(11) do not prevail he shall notify the member of staff concerned of that proposal. That staff member shall be given an opportunity to make representations to the Principal, or such person as has been delegated authority in this matter (including oral representations, for which purpose the staff member may be accompanied and represented by a friend) before any decision to dismiss by or on behalf of the Principal is taken.

(13) Where a staff member has been dismissed pursuant to Article 10(11) or a decision to dismiss has been taken pursuant to Article 10(12) that staff member may appeal against the dismissal or decision, as the case may be, to the Board of Governors or to a committee established to act on behalf of the Board of Governors in determining the appeal. In the case of an appeal against a decision to dismiss, the dismissal shall not take effect until the appeal has been determined.

(14) Procedures for the dismissal of staff by or on behalf of the Principal and for the consideration of appeals against dismissal shall be specified in rules made by the Board of Governors after consultation with the staff. The rules should include rights of representation.

11. GRIEVANCE PROCEDURES

(1) After consultation with the staff, the Board of Governors shall make rules specifying procedures according to which staff may seek redress of any grievances relating to their employment.

12. STUDENTS

(1) A students' union shall conduct and manage its own affairs and funds in accordance with a constitution approved by the Board of Governors and shall present audited accounts annually to the Board of Governors. No amendment to or rescission of that constitution, in part or in whole, shall be valid unless and until approved by the Board of Governors.

(2) The Board of Governors, after consultation with the Academic Board and representatives of the students, shall make rules with respect to the conduct of students, including procedures for suspension and expulsion.

(3) In exercise of their responsibilities under Article 3(3)(a), the Academic Board, after consultation with the Board of Governors and representatives of the students, shall determine procedures for the expulsion of a student for an unsatisfactory standard of work or other academic reasons.

(4) Provision whereby representations on matters of proper concern to the students may be made on their behalf at all levels within the University shall be as specified in such Bye-laws and Rules as may from time to time be made by the Board of Governors.

13. FINANCIAL MATTERS

Fees

(1) The Board of Governors shall determine the tuition and other fees payable to the Corporation (subject to any terms and conditions attached to grants, loans or other payments paid or made by the appropriate Higher Education Funding Council).

Accounts, Estimates and Audit

(2) The Board of Governors shall keep accounts and records, and appoint auditors in accordance with the provisions of the Act.

(3) Annual estimates of income and expenditure shall be prepared by the Principal for the consideration and approval of the Board of Governors.

14. RULES AND BYE-LAWS

(1) The Board of Governors shall have power to make rules and bye-laws concerning such matters with regard to the government and conduct of the University as it shall think fit. Such rules and bye-laws shall be subject to the provisions of these Articles. The Board of Governors may by resolution rescind or vary any such bye-law or rule.

15. COPIES OF ARTICLES, RULES AND BYE-LAWS

(1) A copy of these Articles, and any rules or bye-laws, shall be given to every Governor, and shall be available for inspection upon request to every member of staff and every student.

16. AMENDMENT OF ARTICLES

(1) These Articles may be amended or replaced by a resolution of the Corporation either with the approval of the Privy Council or as required by the Privy Council, after consultation with the Corporation, in accordance with Section 125 of the Act.

17. DATE OF ARTICLES

(1) These Articles shall come into operation on 1st October 1994

GIVEN under the Common Seal

of The University of Wolverhampton

on the 27th day of September 1994

A J Smith

Chairman of the Board of Governors

G Morris

Deputy Chairman of the Board of Governors

G R Brooks

Clerk to the Board of Governors

This document incorporating the amendments which came into force on 7th January 1997, 20th November 1997 and 30th September 1999, was sealed as a true copy of the Articles of Government of the University of Wolverhampton on 2nd December 2004.

B J Sharples

Chairman of the Board of Governors

J H Rice

Deputy Chairman of the Board of Governors

A W Lee

Clerk to the Board of Governors