EDUCATION, SCOTLAND PART I CITATION, COMMENCEMENT AND INTERPRETATION Citation and commencement 1 This Order may be cited as The Royal Scottish Academy of Music and Drama (Scotland) Order of Council 1995 and shall come into force on 21st September 1995. Interpretation 2 1 In this Order, unless the context otherwise requires, the following expressions have the meanings respectively assigned to them: “Academic Board” means the body of persons appointed in accordance with article 22; “the 1985 Act ” means the Companies Act 1985 and every statutory modification or re-enactment for the time being in force; “the 1992 Act ” means the Further and Higher Education (Scotland) Act 1992 and every statutory modification or re-enactment for the time being in force; “ the Articles ” means the articles of association of the Company ; “ the Board ” means the Board of Governors for the time being of the Company or the Governors present at a duly convened meeting of the Governors at which a quorum is present, and includes any validly constituted committee of the Governors; “the Company” means The Royal Scottish Academy of Music and Drama, a company limited by guarantee (Registered in Scotland No. 4703); “co-opted membership” means the membership of the Board co-opted in accordance with article 5; “core membership” means the membership of the Board appointed in accordance with article 4; “ the Institution ” means the Company, being an institution designated under section 44 of the 1992 Act; “ the Memorandum ” means the memorandum of association of the Company; “ the Office ” means the registered office of the Company; “ Principal ” means the principal, or any person authorised, whether for the purposes of this Order or otherwise, for the time being to act as principal, of the institution; “the 1988 Regulations ” means the Central Institutions (Scotland) Regulations 1988 ; “ School Directors ” means the Director of the School of Music and the Director of the School of Drama, in each case of the Institution; “ the Secretary ” means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary. 2 In this Order, unless the context otherwise requires, any reference to a numbered article, Part or Schedule shall be construed as a reference to the article, Part or Schedule, as the case may be, which bears that number in this Order, and any reference to a numbered paragraph in an article of, or Schedule to, the Order is to be construed as a reference to the paragraph bearing that number in that article or, as the case may be, that Schedule. PART II BOARD OF GOVERNORS Board of Governors 3 The Board shall be composed of a core membership appointed in accordance with article 4 and a co-opted membership appointed in accordance with article 5. Core Membership 4 1 The core membership of the Board shall be composed of:— a Governors of a number determined in accordance with paragraph (2), being not less than 9 and not more than 13, who shall be appointed by the core membership from among persons appearing to them to have experience of, and to have shown capacity in, industrial, commercial or employment matters or the practice of any profession; b i the Principal; ii one of the School Directors. The Board shall be entitled to determine at any time and from time to time which School Director shall be a member of the Board; iii the president of the students' association in the Institution; all as Governors ex officiis ; and c staff Governors appointed as follows:— i one who shall be appointed by the Academic Board from among the members of the full-time academic staff of the Institution who are members of the Academic Board; ii one who shall be elected by the full-time academic staff of the Institution from among such staff; and iii one who shall be elected by the full-time non-academic staff of the Institution from among such staff. 2 The Board shall from time to time by resolution determine, subject to the limits stated in paragraph (1)(a), the number of Governors to be appointed under that paragraph. 3 A resolution under paragraph (2) shall not have effect so as to terminate the appointment of any person who is a Governor at the time when it takes effect. 4 Where a resolution under paragraph (2) increases the number of Governors to be appointed under paragraph (1)(a), the core membership of the Board shall make additional appointments accordingly. Co-opted membership 5 1 The Board shall co-opt, subject to paragraph (2), not less than 2 and not more than 6 persons to serve as Governors, which co-opted membership shall include:— a at least one person having experience of local government; and b at least one person having experience in the provision of education. 2 The Board may co-opt more than 2 Governors only if upon such co-option the Governors appointed under article 4(1)(a) remain in overall majority on the Board. Election of Certain Governors 6 1 The Board shall:— a after consultation with the full-time academic staff of the Institution, make rules for the election of Governors to be elected by the full-time academic staff from among such staff under article 4(1)(c)(ii); and b after consultation with the full-time non-academic staff of the Institution, make rules for the election of the Governors to be elected by the full-time non-academic staff from among such staff under article 4(1)(c)(iii). 2 Any rules made by the Board under paragraph (1) above may, after consultation with the full-time academic staff of the Institution, or with the full-time non-academic staff of the Institution, whichever is appropriate, be revoked and replaced, or varied, by further rules made by the Board. 3 The Board shall be responsible for the holding and conduct of any election to be held for the appointment of Governors under article 4(1)(c)(ii) or (iii). Appointment of Chairman and Vice-Chairman 7 1 The Board shall appoint a chairman and a vice-chairman from among the Governors appointed under article 4(1)(a). 2 The following provisions shall apply to any chairman or vice-chairman appointed under paragraph (1):— a he shall hold office for such period as may be determined by the Board; b the period of his office shall not extend beyond his period of office as Governor; c he may resign from office; d he may be removed from office by resolution of the Board; and e he shall cease to hold office if he is deemed to have vacated office as a Governor under article 11. 3 a The chairman shall preside at meetings of the Board, and in his absence the vice-chairman shall preside; b In the absence of both the chairman and the vice-chairman, the Board may appoint one of their own number who has been appointed pursuant to article 4(1)(a) to preside at any meeting. Period of Office of Governors 8 1 Any Governor ex officio specified in article 4(1)(b) shall hold the office of such a Governor for the duration of his tenure of the office by virtue of which he is such a Governor. 2 Any Governor appointed to the Board under article 4(1)(a) or (c) or co-opted to it under article 5 may be further appointed or co-opted to it on expiry of his term of office, if he is still eligible in accordance with this Order and his appointment is not precluded by paragraph (3). 3 A person shall not be appointed or co-opted to the Board where his term of office, if aggregated with any previous terms of office, would cause him to serve for more than 12 years as a Governor. 4 For the purposes of paragraph (3), a term of office shall include any term of office as a Governor, whether served before or after the coming into force of this Order and whether taken by appointment under article 4(1)(a) or (c) or co-option under article 5, or otherwise, but not any term of office served ex officio . 5 The Board shall make rules for the duration of the terms of office of Governors appointed under article 4(1)(a) or (c) or co-opted under article 5, which rules may be revoked and replaced, or varied, by further rules made by the Board. Provided that:— a no Governor shall be appointed or co-opted for a term of office of more than 4 years; b no variation or revocation of rules for the duration of the terms of office of Governors shall have effect so as to vary or terminate the period of office of any person who is a Governor at the time when said variation or revocation takes effect. Age Limit for Governors 9 A person who has attained the age of 70 years shall not thereafter be eligible to take office, whether for a first or subsequent term, as a Governor: Provided that nothing in this article shall prohibit a person who attains the said age during a term of office as a Governor from continuing as a Governor until the expiry of that term. Ineligibility of Staff to be Governors 10 A person shall be ineligible to be appointed or co-opted as a Governor or, where appropriate, to remain in office as a Governor other than in the case of a Governor ex officio or a Governor appointed in accordance with article 4(1)(c), if he is a member of the staff of the Institution. Vacation of Office of Governor 11 A Governor shall be deemed to have vacated his office as Governor and the Board shall declare his place vacant, in any of the following circumstances:— a where he intimates in writing to the Board his resignation as a Governor; b where his estate is sequestrated or a bankruptcy order is made against him or he has granted a trust deed for, or entered into an arrangement with, his creditors; c where he becomes unable to carry out his duties as a Governor by reason of physical or mental illness; d where he has failed to attend any meetings of the Board or any of its committees or sub-committees for a period longer than six consecutive months otherwise than for a reason approved by the Board; e in the case of a staff Governor whose appointment falls to be made under article 4(1)(c) either from among the members of the Academic Board or from the full-time academic or non-academic staff of the Institution, when he ceases to be a member of the Academic Board or the full-time academic or non-academic staff, as the case may be; f where in accordance with article 10 he becomes ineligible to remain in office as a Governor. Filling of Vacancies 12 1 Where the place of a Governor who has been appointed to the office of Governor under article 4(1)(a) has been declared vacant under article 11, or where such a Governor has died, the core membership shall appoint a Governor to fill the vacancy. 2 Where the place of a Governor who has been appointed to the office of Governor under article 4(1)(c) has been declared vacant under article 11, or where such a Governor has died:— a in the case of a Governor appointed under article 4(1)(c)(i), the Board shall intimate the vacancy to the Academic Board who shall appoint a Governor to fill the vacancy; b in the case of a Governor elected under article 4(1)(c)(ii) or (iii) an election shall be held to fill the vacancy in accordance with article 6 and the relevant rules made under it. 3 Where the place of a Governor who has been co-opted to the office of Governor under article 5 has been declared vacant under article 11, or where such a Governor has died, the Board shall co-opt a Governor to fill the vacancy if that is necessary to satisfy the requirements of article 5(1), and in other cases may so co-opt a Governor in accordance with article 5. Powers of The Board 13 1 Subject to the provisions of the 1985 Act, the Memorandum and the Articles and to any directions given by special resolution of the Company, the business of the Company shall be managed by the Board who may exercise all the powers of the Company. 2 No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been given. 3 The powers given by this paragraph shall not be limited by any special power given to the Board by this Order or by the Articles. 4 The Board may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of its powers. Delegation of Board’s Powers 14 The Board may delegate any of its powers to any committee consisting of one or more Governors. Without prejudice to articles 21 and 22(3), it may also delegate to the Principal or any Governor holding any other executive office such of its powers as it considers desirable to be exercised by him. Any such delegation may be made subject to any conditions the Board may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the Articles regulating the proceedings of the Board so far as they are capable of applying. Reserved Areas of Business 15 Where any meeting of the Board or of any committee of the Board, as the case may be, is to consider any of the following matters, that is to say, the salary, conditions of service, appointment, promotion, suspension or dismissal of any member of the staff of the Institution, any Governor who is a governor ex officio by virtue of holding office as president of the students' association in the Institution, in accordance with article 4(1)(b), and any Governor co-opted under article 5 who is a full-time student in the Institution, shall withdraw from the meeting, or that part of the meeting, as the case may be, at which any of the said matters are to be considered, unless invited to remain by virtue of a resolution of the other members of the Board or committee thereof, as the case may be, present at the meeting. Validity of Proceedings of the Board 16 No failure or defect in the appointment or co-option of any Governor and no vacancy in the office of Governor shall prevent the Board from acting in the execution of its functions, nor shall any act or proceeding of the Board or of any committee appointed by it be invalidated or be illegal by reason of or in consequence of any such vacancy or of any such defect in the appointment or co-option of any one or more Governors. Allowances to Members of the Board 17 The Board may pay to any of its members such financial loss allowances and travelling and subsistence allowances as they think appropriate. Pensions, Allowances and Gratuities for Staff 18 1 Subject to the following provisions of this article, the Board shall have power to pay such sum or sums by way of pension, allowance or gratuity as they may think fit to:— a any member of the staff of the Institution, on his retirement, through age or permanent incapacity, from the employment of the Institution; or b the surviving spouse or any dependant of any such member in the event of the death of the member in the employment of the Institution, in respect of any period of such member’s service in the employment of the Institution. 2 In paragraph (1) the reference to the permanent incapacity of a member of the staff of the Institution is a reference to a disability of mind or body of such a nature or to such an extent as, in the opinion of the Board, renders that member permanently incapable of continuing to serve efficiently in the Institution’s employment. 3 A pension, allowance or gratuity under this article shall not be payable in respect of any period of service which is reckoned for the purpose of any other pension, allowance, gratuity, or other like benefit, payable:— a out of any superannuation scheme or fund established by or under any enactment; or b directly or indirectly out of monies provided by Parliament or by a local authority out of any tax, charge or rate levied by them. 4 In paragraph (3) the reference to “any other pension” does not include a retirement pension under Part II of the Social Security Contributions and Benefits Act 1992 and the reference to “like benefit” does not include any other benefit under that Act. Governors' Interests 19 1 Subject to the provisions of the 1985 Act, and provided that he has disclosed to the Board the nature and extent of any material interest of his, a Governor notwithstanding his office:— a may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested; b may be a Director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and c shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit. 2 For the purposes of paragraph (1): a a general notice given to the Board that a Governor is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Governor has an interest in any such transaction of the nature and extent so specified; and b an interest of which a Governor has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his. PART III PROCEEDINGS OF THE BOARD Proceedings of the Board 20 1 Subject to the provisions of the Articles and this Order, the Governors may regulate their proceedings as they think fit. A Governor may, and the Secretary at the request of a Governor shall, call a meeting of the Board. It shall not be necessary to give notice of a meeting to a Governor who is absent from the United Kingdom. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote. The Governors may conduct their proceedings by telephone and any reference to a meeting of the Board in the Articles and this Order shall include any such proceedings conducted by telephone. Any such proceedings shall be minuted in accordance with the Articles and the Minutes shall be signed by each Governor participating in the telephone call as a record of the proceedings. 2 The quorum for the transaction of the business of the Governors may be fixed by the Board and unless so fixed at any other number shall be four. 3 The continuing Governors or a sole continuing Governor may act notwithstanding any vacancies in their number, but, if the number of Governors is less than the number fixed as the quorum, the continuing Governors or Governor may act only for the purpose of filling vacancies or of calling a general meeting. 4 As regards third parties dealing with the Company in good faith, all acts done by a meeting of the Board, or of a committee of the Board, or by a person acting as a Governor shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Governor or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Governor and had been entitled to vote. 5 A resolution in writing signed by all the Governors entitled to receive notice of a meeting of the Board or of a committee of the Board shall be as valid and effectual as if it had been passed at a meeting of the Board or (as the case may be) a committee of the Board duly convened and held and may consist of several documents in the like form each signed by one or more Governors; 6 Save as otherwise provided by the Articles, a Governor shall not vote at a meeting of the Board or of a committee of the Board on any resolution concerning a matter in which he has, directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interests of the Company unless his interest or duty arises only because the case falls within one or more of the following: a the resolution relates to the giving to him of a guarantee, security or indemnity in respect of money lent to, or an obligation incurred by him for the benefit of, the Company or any of its subsidiaries; b the resolution relates to the giving to a third party of a guarantee, security or indemnity in respect of an obligation of the Company or any of its subsidiaries for which the Governor has assumed responsibility in whole or part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security; c his interest arises by virtue of his subscribing or agreeing to subscribe for any shares, debentures or other securities of the Company or any of its subsidiaries, or by virtue of his being, or intending to become, a participant in the underwriting or sub-underwriting of an offer of any such shares, debentures, or other securities by the Company or any of its subsidiaries for subscription, purchase or exchange; or d the resolution relates in any way to a retirement benefits scheme which has been approved, or is conditional upon approval, by the Board of Inland Revenue for taxation purposes. For the purposes of this paragraph, an interest of a person who is, for any purpose of the 1985 Act, connected with a Governor shall be treated as an interest of that Governor. 7 A Governor shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote. 8 The Company may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of the Articles prohibiting a Governor from voting at a meeting of the Board or of a committee of the Board. 9 Where proposals are under consideration concerning the appointment of two or more Governors to offices or employments with the Company or any body corporate in which the Company is interested the proposals may be divided and considered in relation to each Governor separately and (provided he is not for another reason precluded from voting) each of the Governors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment. 10 If a question arises at a meeting of the Board or of a committee of the Board as to the right of a Governor to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any Governor other than himself shall be final and conclusive. PART IV THE PRINCIPAL AND THE ACADEMIC BOARD Discharge of Functions by the Principal 21 1 The Board shall make arrangements to secure that such of their functions as are specified in paragraph (2) shall be discharged on their behalf by the Principal. 2 In pursuance of arrangements made under paragraph (1) the Principal shall discharge the functions of the Board (other than those delegated to the Academic Board by virtue of article 22(3)) relating to the organisation and management of the Institution and to the discipline therein. 3 In discharging the functions specified in paragraph (2), the Principal shall be subject to the general control and direction of the Board but otherwise the Principal shall have all the powers and duties of the Board in relation to those functions. Academic Board 22 1 Subject to paragraph (2), the Board shall appoint, and maintain by further appointment, an Academic Board in the manner specified in Part I of Schedule 1. 2 The proceedings of the Academic Board shall be regulated in accordance with Part II of Schedule 1. 3 The Board shall delegate to the Academic Board the following of its functions:— a the functions of the Board relating to the overall planning, co-ordination, development and supervision of the academic work of the Institution; and b such other functions of the Board as may be assigned to the Academic Board by the Board: Provided that the functions specified in this paragraph shall be discharged by the Academic Board subject to the general control and direction of the Board. 4 In discharging the functions specified in paragraph (3), the Academic Board shall have all the powers and duties of the Board in relation to those functions and shall have the power to make any recommendation to the Board on such matters relating to those functions as the Academic Board may think fit. 5 The Board shall make arrangements to secure that the Academic Board shall discharge the functions imposed on them by or under paragraph (3). PART V TRANSITIONAL, SUPPLEMENTARY, VARIATION AND REVOCATION Variations and Revocations 23 The provisions of the Memorandum and the Articles are hereby varied or revoked, as the case may be, to the extent specified in Schedule 2 to this Order. Partial Revocation of the 1988 Regulations 24 1 The 1988 Regulations are hereby revoked insofar as they apply to the Institution. 2 In Schedule 2 to those Regulations, paragraphs 14 and 15 relating to the Memorandum and the Articles are hereby revoked. 3 The variations and revocations of provisions of the Memorandum and the Articles effected by regulation 20 of the 1988 Regulations and the said paragraphs 14 and 15 of Schedule 2 to those Regulations shall cease to have effect and the provisions of the Memorandum shall be restored subject to any variation or revocation effected by article 23 and by Special Resolution of the Company passed on 29th October 1993 and 27th January 1995. Savings and Transitional Provisions 25 1 The determination of the number of Governors to be appointed to the core membership of the Board made by the Secretary of State on 1st January 1989 shall have the like effect for the purposes of this Order as a determination under article 4(2). 2 Any Governors in office at the commencement of this Order in accordance with any provision of the 1988 Regulations shall continue as Governors for the remainder of their period of office as if they had become Governors in accordance with the corresponding provision of this Order. 3 Any members of the Academic Board established under the 1988 Regulations in office at the commencement of this Order shall continue as members of the Academic Board established under article 22 for the remainder of their period of office. N.H. Nicholls Clerk of the Privy Council