Instrument of Government 

The Privy Council in pursuance of the provisions of the Education Reform Act 1988 as amended by the Further and Higher Education Act 1992 hereby order as follows:-

1. Interpretation

(1) In this Instrument, unless the context otherwise requires, the following 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 Cardiff Metropolitan University, higher education corporation

"the Board of Governors" means the members of Cardiff Metropolitan University, Higher Education Corporation

"the University" means Cardiff  Metropolitan University which the Corporation has been established to conduct

"the Vice-Chancellor and Principal" means the principal academic and executive officer of the University

"the Academic Board" means the Academic Board of the University

"the Instrument" means the Instrument of Government of the University

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

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

(2) The Interpretation Act 1978 shall apply for the interpretation of the Instrument as it applies for the interpretation of an Act of Parliament.

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 Vice-Chancellor and Principal, unless he/she 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 members of the academic staff 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) 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 member of the academic staff);

(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/she 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/her in the student 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 their membership numbers.

(2) Such a determination shall fix the number of members of each variable category of which the Board of Governors are 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 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 falls 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 independent member ceasing to hold office on the expiry of his/her term of office:

(a) his/her 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/her 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 a 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), 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 of Government for a quorum, the Welsh Ministers are 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). 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 reappointment.

(2) A member of the Board of Governors may at any time by notice in writing to the Clerk to the Board of Governors resign his/her 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 are satisfied that any member of the Board of Governors:

(a) has been absent from meetings of the Board of Governors for a period of twelve 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/her 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/her period of office to be a member of staff or a student of the University, as the case may be, his/her office shall thereupon become vacant.

7. Officers

(1) The Board of Governors shall appoint from among its members a Chair and any other officers which the Board may determine.

8. Committees

(1) The Board of Governors may establish committees and permit such committees to 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 Chair of the Board of Governors or some other member authorised 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.

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

11. Copies of Instrument of Government

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

12. Date of Instrument

(1) This Instrument was made by Order of the Privy Council dated 16 February 1993 and came into operation forthwith.

(2) This Instrument was modified by Orders of the Privy Council dated 16 April 1996, 17 September 2003 and 12 October 2011.

ISBG\Instrument of Government

Instrument of Government