1. (1) As soon as practicable after its establishment, the governing authority of a university shall provide and retain in its possession a seal of the university.

(2) The seal of a university shall be authenticated by the signature of the chairperson or a member of the governing authority, and by the signature of an employee of the university, authorised by the governing authority to act in that behalf.

(3) Judicial notice shall be taken of the seal of a university, and every document purporting to be an instrument made by a university and to be sealed with the seal of the university (purporting to be authenticated in accordance with this Schedule) shall be received in evidence and shall, unless the contrary is shown, be deemed to be such instrument, without further proof.

2. (1) Each governing authority shall have a chairperson, as provided for in section 17, who may be designated by such title as the governing authority determines.

(2) The chairperson may, at any time, resign from office as chairperson by letter addressed to the governing authority and the resignation shall take effect on the date on which the letter is received.

F51[(3) Whenever the chairperson of the governing authority resigns as chairperson, he or she shall at the same time cease to be a member of the governing authority.]

3. (1) A member of a governing authority may, for good and valid reason, be removed from office by resolution of the governing authority.

(2) A member of a governing authority may, at any time, resign from office as a member by letter addressed to the chairperson and the resignation shall take effect on the date on which the letter is received.

(3) A member of a governing authority who is absent from all meetings of the governing authority for a period of six consecutive months, unless the absence was due to illness or was approved by the governing authority, shall at the expiration of that period cease to be a member of the governing authority.

F52[(4) Subject to subparagraph (5), a member of a governing authority (including the chairperson) whose term of office expires by effluxion of time shall be eligible for re-appointment as a member of the governing authority.]

F53[(5) A person, other than an ex officio member, who is re-appointed as a member of a governing authority in accordance with subparagraph (4) shall not hold office for a consecutive period of more than 8 years.]

4. F54[(1) Subject to this Schedule and section 23A, a member of a governing authority, other than an ex officio member—

(a) shall be appointed as such a member for such period not exceeding 4 years as the Minister or the governing authority, as the case may be, determines upon the nomination for appointment or appointment, as may be appropriate, and

(b) may not serve more than 2 consecutive terms of office.]

(2) A member of a governing authority who is a student of the university shall hold office for such period, not exceeding one year, as the governing authority may determine but may be re-appointed for a further period or further periods, on each occasion not exceeding one year.

5. (1) If a member of a governing authority dies, resigns, is removed from office or for any other reason ceases to hold office, the governing authority shall arrange for the filling of the casual vacancy so occasioned as soon as practicable.

(2) A person who becomes a member of a governing authority to fill a casual vacancy shall, subject to this Schedule, hold office for the remainder of the term of office of the member whose death, resignation, removal from office or ceasing for other reasons to hold office occasioned the casual vacancy and shall, subject to paragraph 3(4), be eligible for re-appointment.

6. (1) Each governing authority shall, from time to time as the occasion requires, F54[appoint from amongst its external members (within the meaning of section 16) a member to be its deputy-chairperson].

(2) The deputy-chairperson shall, unless he or she sooner resigns as deputy-chairperson, hold office until he or she ceases to be a member of the governing authority.

F54[7. Where a member of the governing authority—

(a) is adjudicated bankrupt,

(b) makes a composition or arrangement with creditors,

(c) is sentenced by a court of competent jurisdiction to a term of imprisonment,

(d) is convicted of any indictable offence in relation to a company or any other body corporate,

(e) is convicted of an offence involving fraud or dishonesty,

(f) has a declaration under section 819 of the Companies Act 2014 made against him or her or is deemed to be subject to such a declaration by virtue of Chapter 5 of Part 14 of that Act, or

(g) is subject or is deemed to be subject to a disqualification order, within the meaning of Chapter 4 of Part 14 of the Companies Act 2014 , whether by virtue of that Chapter or any other provision of that Act,

he or she shall thereupon cease to be a member of the governing authority.]

8. (1) A member of a governing authority who has an interest in—

(a) a company (other than a public company of which he or she is not a director or otherwise involved in its management) or concern with which the university proposes to make a contract, or

(b) a contract which the university proposes to make

shall disclose to the governing authority the fact of the interest and its nature and shall take no part in any deliberation or decision of the governing authority relating to the contract, and the disclosure shall be recorded in the minutes of the governing authority.

(2) A member of a governing authority of a university who is related to a person who is a candidate for appointment by the governing authority as an employee of the university, shall disclose to the governing authority the fact of the relationship and its nature and shall, if the governing authority so decides, take no part in any deliberation or decision of the governing authority relating to the appointment, and the disclosure and decision shall be recorded in the minutes of the governing authority.

(3) A member of a governing authority of a university shall at all times act, as a member, in the best interests of the university and shall not act as a representative of any special interest provided that nothing in this paragraph shall restrict a member from representing at meetings of the governing authority the views of those by whom he or she has been elected or to restrict the freedom of expression of that member.

9. The chairperson and members of a governing authority, other than an ex officio member who is an employee of the university, shall be paid out of funds at the disposal of the governing authority F55[such remuneration (if any) and such allowances for expenses (if any)] as the Minister, with the approval of the Minister for Finance, may decide.

10. F55[(1) A governing authority shall hold not less than 6 meetings in each year at such times as the chairperson may determine.]

(2) The chairperson shall convene a meeting of the governing authority whenever requested to do so by not less than the number of members which constitute a quorum.

F55[(3) The quorum for a meeting of a governing authority shall be 7 members provided that not less than 4 of those members are external members within the meaning of section 16 (which may include the chairperson).]

11. At a meeting of a governing authority—

(a) the chairperson shall, if present, be the chairperson of the meeting, or

(b) if and so long as the chairperson is not present or the office of chairperson is vacant, the deputy-chairperson shall, if present, be the chairperson of the meeting,

(c) if and so long as the chairperson is not present or the office of chairperson is vacant, and the deputy-chairperson is not present or the office of deputy-chairperson is vacant, F55[the members of the governing authority who are present shall choose one of the external members (within the meaning of section 16) to preside at the meeting].

12. Every question at a meeting of a governing authority shall be determined by consensus, but where in the opinion of the chairperson or other person presiding consensus is not possible, the question shall be decided by a majority of the votes of members present and voting on the question and, in the case of an equal division of votes, the chairperson or other person presiding shall have a second or casting vote.

13. Subject to paragraph 10(3), a governing authority may act notwithstanding one or more than one vacancy among its members or any deficiency in the election or appointment of a member which may subsequently be discovered.

14. Subject to this Act, a governing authority shall regulate, by standing orders or otherwise, its procedure and business.

15. Subject to this Act, the governing authority of a university may make, from time to time, such regulations as it thinks fit for the conduct of the affairs of the university.