1.1 In exercise of the powers contained in The Napier University (Scotland) Order of Council 1993, and subject to the provisions of these Regulations and subsequent amendments thereto, the Court of Edinburgh Napier University hereby makes the following Standing Orders for the regulation of the business and proceedings of the Court, its Committees and Sub-Committees, which Standing Orders shall operate from 18 June 2018 and shall supersede all previous Standing Orders.
2.1. In these Standing Orders the following words and expressions shall have the meanings hereinafter respectively assigned to them, viz:
2.1.1 “Committee" means any Committee, including Sub-Committees, which may be appointed by the Court from time to time;
2.1.2 “Court" means the Court of the University, being the governing body constituted as a body corporate in terms of The Napier University (Scotland) Order of Council 1993;
2.1.3 “The 1993 Order" means The Napier University (Scotland) Order of Council 1993;
2.1.4 “The 2016 Act" means the Higher Education Governance (Scotland) Act 2016;
2.1.5 “The 2018 Order" means the Edinburgh Napier University Amendment Order of Council 2018;
2.1.6 “The Students' Association" means the Association of the students of the University established in terms of the 1993 Order;
2.1.7 “Secretary" means the Secretary to the Court;
2.1.8 “University" means Edinburgh Napier University; designated under section 44 of the Further & Higher Education (Scotland) Act 1992 and whose title was amended by The Edinburgh Napier University Order of Council 2008;
2.1.9 “Lay Member" means the members appointed under section 4(a)(j) of the 2018 Order. Lay members may not be an employee or student of the University;
2.1.10 “Chair" means the position of senior lay member as defined in the 2016 Act and contained in the 2018 Order, referred to as “Chair of Court". Members responsible for chairing Court's sub-committees will be known as Convenors.
2.2. In these Standing Orders: the singular number includes the plural and vice versa; the masculine gender includes the feminine and vice versa.
3. The Court
3.1 Members: The categories of membership of Court are outlined in the 2018 Order.
3.2 The tenure of office for non ex-officio Court members is deemed to start from the date of the first Court meeting following their election or appointment and is deemed to terminate on the 31 July in the member's final year of office.
3.3 The initial term of election or appointment of non ex-officio Court members shall be four years. Such members will be eligible for re-election or re-appointment, for a further, final period of up to four years. Lay members of Court may by exception be re-appointed for one further year in order to retain a particular skill or expertise and such re-appointments must be notified to the Scottish Funding Council (SFC). Lay members shall not however serve more than nine years on Court in total, whether served consecutively or non-consecutively, other than in the circumstances provided for in 3.5 below.
3.4 Chair: The senior lay member elected in accordance with the 2016 Act will be appointed Chair of Court. The person appointed to the position may not be a student of, or one of the staff of, the institution during the period of the person's appointment. The initial period of appointment shall be for four years At the expiry of that period the Chair shall be eligible for re-appointment by the Court, for a further period of up to four years.
3.5 If an existing 'lay member' is appointed as Chair the maximum aggregate term of office on Court, whether served consecutively or non-consecutively, shall be twelve years.
3.6 Vice-Chair: The Court shall appoint a Vice-Chair from the 'lay members' who shall hold office for four years. At the expiry of that period a Vice-Chair shall be eligible for re-appointment, for a further period of up to four years. No lay member shall serve for more than eight years as Vice-Chair.
3.7 The Vice-Chair will act as an intermediary for other Court members who might wish to raise concerns about the conduct of the Court or the Chair and will gather feedback on the performance of the Chair from Court members and facilitate appraisal of the Chair's performance at least annually.
3.8 In the event of a vacancy in the position of Chair, the Vice-Chair will exercise the functions of the Chair. In such cases, the intermediary function as set out in 3.7 shall be performed by another “lay member" appointed by the Court.
3.9 Secretary: The Court will appoint a Secretary who must ensure compliance with all procedures and must ensure that the governing body is appropriately supported such that it is able to discharge its duties. All members must have access to the advice and services of the Secretary to the governing body, and the appointment and removal of the Secretary shall be a decision of the governing body. The Secretary of the University will be the Secretary of the Court.
4. Chair of Court
At all meetings of the Court, the Chair shall, if present, preside and in the event of the absence of the Chair from any meeting, the Vice-Chair, whom failing, another member of the Court, chosen by the members, shall preside.
4.2. Powers, Duties and Decisions of the Chair
4.2.1 The Chair shall be responsible for the leadership and effectiveness of the Court and for ensuring that there is an appropriate balance of authority between the Court and the Principal.
4.2.2 Deference shall at all times be paid to the authority of the Chair and the ruling of the Chair on all matters within their jurisdiction as Chair shall be final and shall not be open to question or discussion. When the Chair commences to speak they shall be heard without interruption and the member of Court, if any, who is addressing the meeting, shall cease speaking forthwith. No member shall speak until the Chair has ceased speaking.
4.2.3 It shall be the duty of the Chair to preserve order and secure that members obtain a fair hearing. The Chair shall decide all matters of order, competency and relevancy arising at meetings and upon the interpretation of these Standing Orders. The Chair shall also decide between two or more members wishing to speak. The Chair must ensure that due and sufficient opportunity is given to members who wish to express their views on the subject under discussion. The Chair shall be entitled, in the event of disorder arising at any meeting or for any other good or sufficient reason (of which the Chair shall be the sole judge), to adjourn the meeting to such other time or day and hour as the Chair may then or afterwards fix and quitting the Chair in such circumstances shall, without further procedure, have the effect of a formal adjournment of the meeting. When an adjourned meeting is resumed proceedings shall be commenced at the point at which they were broken off at the adjournment.
4.2.4 The Chair may make a statement at the beginning of the meeting on any matter affecting the Court's interest.
4.2.5 The Chair may take chair's action between meetings on any matter where in their judgement delaying a decision would disadvantage the institution. The Chair is answerable to the Court for any action which they take on its behalf. Where chair's action is taken, a written report shall be made available at or before the next meeting of the Court.
4.2.6 The Court will pay such remuneration and allowances to the Chair as the Court considers to be reasonable commensurate with the nature and amount of work undertaken by the person in this capacity. This sum to be paid will be determined by Court's Remuneration Committee (without the Chair being present).
5. Nominations to Court
5.1 Nomination by Students' Association
5.1.1 The two persons appointed by being nominated by the Students' Association of the University from among the students of the University shall be nominated by the Edinburgh Napier Students' Association Board of Trustees from among the full time Sabbatical Officers, of which one such nominee should normally be the President.
5.1.2 Initial appointment will be for a period of 1 year and members may be re-appointed for a second and final 1year term.
5.1.3 A member nominated by the Students' Association who ceases to be either a student of the University or a sabbatical officer will simultaneously cease to be a member of the Court.
5.2 Nomination by Trade Unions
5.2.1 Trade Unions nominating members in accordance with paragraphs d) & e) of section 10(1) of the 2016 Act must be recognised by the University in relation to the category of staff as described in section 178(3) of the Trade Union and Labour Relations (Consolidation Act) 1992 or otherwise appear to the University to be representative of the category of staff, having regard to all the relevant factors.
5.2.2 The person appointed must be a member of University staff employed on academic or non-academic contracts and be a member of the nominating trade union. The appointed person must continue to be in membership of the nominating trade union for the duration of their appointment.
5.2.3 Initial appointment will be for a period of 4 years and members may be re-appointed for a second and final 4 year term.
5.2.4 The nominating trade union must make the appointment by means of an open, fair and transparent process having advertised the position to their members and sought expressions of interest. Those appointed should be selected on the basis of their ability to fulfil the responsibilities of a governing body member as set out in section 3 of the Scottish Code of Good HE Governance (2017).
5.2.5 In the event of there being more than one Trade Union eligible to nominate under a particular category of staff, the Trade Unions concerned must, having identified candidates as required under 5.2.4, determine by agreement between themselves which candidate will be appointed.
5.2.6 A member of the Court nominated by a trade union who ceases to either be a member of the trade union or to be a member of staff will simultaneously cease to be a member of Court.
5.3 Equality and Diversity of Court Membership
The Students' Association and nominating trade unions should, when making their appointments, having been made aware of any significant imbalances, consider how they can contribute to increasing the diversity of Court where appropriate.
6.1. Dates and Times of Meetings
The Court shall hold ordinary meetings at such dates, times and places as it may determine except as hereinafter provided, and in any event shall hold at least four ordinary meetings in each calendar year.
6.2. Notice of Meetings
6.2.1 Notice of all meetings of the Court shall be given by the Secretary and the notice shall specify the date, time and place of the meeting, together with the business proposed to be transacted at the meeting and the order in which such business is to be brought before the meeting.
6.2.2 At least seven days notice of all meetings of the Court shall be given. In exceptional circumstances the Chair may convene a meeting in less than seven days notice, but no resolution or motion carried at such a meeting shall be valid unless at least one-third of the current membership of the Court has voted in favour of it, or unless it is confirmed at any subsequent meeting of the Court, on the usual notice being given.
6.3. Alteration of Date of Meeting
The Chair may in special circumstances (of which the Chair shall be sole judge) alter the date and time of any ordinary meeting of the Court.
No failure or defect in the appointment of any member and no vacancy in the office of any member shall prevent the Court from acting in the execution of its functions, nor shall any act or proceeding of the Court or any of its committees be invalidated or be illegal by reason of or in consequence of any such vacancy or of any such defect in the appointment of any one or more members.
6.5. Special Meetings
The Chair may, for any reason which seems sufficient, require that a special meeting limited to one substantive agenda item be convened by giving notice in writing to the Secretary of the Court specifying the business to be transacted. Such a meeting must be held within 21 days of the date of receipt of the requisition. If at least one third of all Court members petition the Chair for such a special meeting to be convened, the Chair will be obliged to convene such a meeting in accordance with the procedure specified above.
At all meetings of the Court one third of the membership of the Court shall be a quorum subject to the proviso that at least one third of the lay members must be present in order for the meeting to be quorate. If at any time appointed for a meeting, or if before the business of any meeting has been completed, the number of members present is less than the said one-third, the Chair shall adjourn the meeting to such day or time as may be determined and the meeting may be reconvened on less than seven days notice.
6.7.1 Agendas will be prepared for all meetings and will specify the business to be transacted, and the order in which the business is to be brought before the meeting. No item can be discussed at a meeting unless it appears on the Agenda, and Agendas will not contain items with general headings such as “other business".
6.7.2 The Agenda for all meetings will be prepared by the Secretary and approved by the designated Chair of the meeting, prior to issue. Members wishing to have items considered for inclusion within the Agenda for a scheduled meeting must have notified the Secretary and supplied the appropriate paper(s) normally at least 14 days before the date of the meeting.
6.8. Order of Business
The business of the Court shall proceed in accordance with the Agenda, except that any item of business in the Agenda may be taken out of its order if a motion to that effect is passed at the commencement of business.
6.9. Closure of Debate
At any meeting of the Court the Chair or any member who has not spoken on the question being discussed may move “that the question be now put". Such a motion shall be moved and seconded without discussion and shall forthwith be put to the meeting and the vote taken. If the motion for closure of debate is carried, the mover of the original motion shall have the right of reply, and thereafter the matters under discussion shall be voted on in the ordinary way. If the motion for closure is not carried, the debate shall be resumed. A motion for closure shall not be made during the course of a speech
6.10. Alteration or Rescission of Previous Decision
No decision of the Court shall be altered or rescinded within twelve months of its adoption except where the Chair is satisfied that a material change of circumstances has occurred and that notice has been given in the Agenda that such a decision may be altered or rescinded.
6.11. Points of Order
6.11.1 Any member may, at any meeting, speak upon a point of order if they do so as soon as it arises.
6.11.2 The member who is then addressing the meeting shall cease speaking and the member who raises the point of order shall then speak to the point of order raised. No other member shall be entitled to speak to the point of order raised except by permission of the Chair. The Chair of the meeting shall decide the question immediately. Thereafter the member who was addressing the meeting at the time when the point of order was raised shall be entitled (if the ruling so permits) to continue speaking.
6.12. Motions and Amendments
6.12.1 The import of all motions and amendments shall be stated immediately on being proposed to the meeting by the mover before being spoken to and such motions and amendments shall, if considered necessary by the Chair, be reduced to writing, signed by the mover and delivered to the Secretary immediately on being moved.
6.12.2 Every amendment must be relevant to the motion on which it is moved.
6.12.3 A motion or amendment may be withdrawn by the mover with the consent of the seconder and the Court.
6.12.4 A motion for the approval of a report or a Minute of a Committee shall be considered as an original motion and any motion involving alteration or rejection of such a report or Minute or any part of such report or Minute shall be dealt with as an amendment.
6.12.5 The Convenor of a Committee shall, if present, have the right to move the approval of the Report or Minute of that Committee.
6.12.6 Motions or amendments which are not seconded shall not be discussed or recorded in the minutes.
6.13. Method of Voting
6.13.1 (a) Subject to the provisions of this Standing Order the vote on any matter shall be taken in a meeting of the Court by a show of hands.
(b) Where a vote has been taken and the accuracy of the count is immediately challenged, it shall be in the discretion of the Chair to direct a recount.
(c) Unless otherwise provided within these Standing Orders, all questions coming or arising before the Court shall be decided by a majority of the members of the Court present and voting thereon.
(d) In the case of an equality of votes, the Chair shall have a second or casting vote in addition to a deliberative vote.
6.13.2 Taking a Vote
After the Secretary has announced the question on which the vote is to be taken and has commenced to take the vote, no member shall be permitted to offer an opinion, or ask a question, or otherwise interrupt the proceedings until the result of the vote has been intimated.
6.13.3 How Motions are to be Put
(a) When a motion and two or more amendments are before the meeting, the Chair shall have the power to determine in what order and manner the motion and amendments are to be put to the meeting.
(b) The Secretary shall be responsible for ensuring that all decisions of the Court are properly recorded in Minutes of the meetings.
7. Reception of Deputations
7.1. Every application for the reception of a deputation shall be in writing, duly signed, addressed and delivered to the Secretary at least three working days prior to the date of the meeting at which the subject may be considered. Notwithstanding this, the Chair may use their discretion to decide that a deputation should be received on less than three day's notice. The application shall state the subject on which the deputation desires to be heard, and the action (if any) which the deputation proposes should be taken.
7.2. A deputation may only be heard if the subject matter on which the delegation wishes to be heard is on the agenda of the meeting for decision; and has not previously been considered within the previous 12 months; or in the view of the Chair, if the matter has previously been considered within the last 12 months, the group or individual(s) concerned have not had adequate opportunity to submit their views at the appropriate time.
7.3. If it is decided that a delegation is eligible to be heard, the Chair shall ensure that the decision as to whether or not the delegation be received is taken as the first item on the agenda of the meeting.
7.4. If it is agreed that the deputation be received, not more than two members of such deputation shall be permitted to address the meeting, and the total time allotted to such members at any one time shall not exceed fifteen minutes.
7.5. Any member may put any relevant question to the deputation but no member shall express an opinion upon, nor shall the Court discuss, the subject on which the deputation has been heard, until the deputation has withdrawn.
8. Conflict of Interest
8.1 In accordance with the Nine Principles of Public Life in Scotland, which incorporate, the seven Nolan principles, Court members, as holders of public office, have a duty to declare any private interests relating to their public duties and to take steps to resolve any conflicts arising in a way that protects the public interest.
8.2 A member of Court who has a financial, family or other interest in any matter under discussion at any meeting of Court or its committees at which they are present must, as soon as practicable, disclose the fact of this interest to the meeting. The same requirement applies to the Secretary and any executive officers present. Where it is identified that a member of Court has a conflict of interest with respect to a given matter, the Chair may, on advice of the Secretary, request that the member withdraw from participation in relevant business. Depending on the nature of the business this may allow for participation in discussions without taking part in decision-making or may require complete non-participation and/or withdrawal from that part of the meeting.
8.3 A member of Court is not considered to have a financial interest in matters under discussion merely because they are a member of staff or a student of the University. Nor does the restriction of involvement in matters of direct personal or financial interest prevent members of the governing body from remaining at a meeting which is considering, and voting on, proposals to insure the governing body against liabilities which it might incur.
8.4 Court members must follow the requirements of the University's Financial Regulations including the provisions regarding gifts and hospitality.
9. Suspension of Members During Meetings
9.1 If any member disregards the authority of the Chair of the meeting, or obstructs the meeting or, in the opinion of the Chair of the meeting, conducts themself offensively at the meeting, it shall be within the power of the Chair of the meeting to move that such member be suspended for the remainder of the meeting in which case a motion to that effect shall be made and seconded without discussion and forthwith put to the meeting.
9.2 In the event of such motion being declared carried, the member so suspended shall forthwith leave the meeting and shall not, without the consent of the Chair, again enter the meeting; if the member so suspended refuses to leave the meeting when so required by the Chair, or attempts to re-enter the meeting without the consent of the Chair they may immediately, by order of the Chair, be removed from the meeting by an officer of the University or by any other person authorised by the Chair to remove that person.
9.3 In the event of such motion not being carried, the Chair of the meeting may, in their sole discretion, proceed as if a state of disorder had arisen at the meeting.
10. Suspension or Removal of Members
10.1 As provided in the 2016 Act and as all members of Court are also charity trustees the Court shall have power to remove or suspend any member in the event of any such member being unable to perform their duties by reason of absence, illness, infirmity, criminal conviction for dishonesty, or such other behaviour as may be deemed to be inimical to the role of a governing body member as set out in the Scottish Code of Good HE Governance or to the role of charity trustee. The removal or suspension will be effected by resolution on specified grounds, passed by a two thirds majority of the members present at the meeting.
10.2 Any member suspended or removed by such a resolution may seek a review of the decision, to be undertaken by an independent party appointed by the Chair.
11. Resignation of Members
11.1 Any member, apart from an ex-officio member, may resign their membership by notifying the Chair and Secretary in writing.
12. Co-option of Sub-Committee Members
12.1 All Court committees shall have the power to propose to the Nominations Committee the co-option of one committee member, where the convenor considers this to be necessary and desirable, provided that a strong case can be made to justify the proposal, and that no individual is permitted to serve as a co-opted member of any committee for more than five years in total. Any such proposals will be subject to the approval of the Nominations Committee, and must be re-approved annually. Co-opted members will have the same membership rights as other members of the committee.
13. Executive Officers Attending Meetings
13.1 Executive Officers may, as permitted by the Chair, attend Court meetings to provide information and advice if called upon, provided that the number of executive officers present should not normally exceed the number lay members present at any given meeting.
Approved by Court on 26 June 2023