Chapter 4: Standing Orders of the Council

About the standing orders

1.       The Council operates under the authority of, and within the framework provided by, the University’s Statutes and Ordinances, in particular: Statute A, Chapters IV and VIII, and the relevant provisions of Chapter 1 of the Ordinances. Where there is a conflict between Statutes and Ordinances and these standing orders, the former will take precedence. 

2.       The Council has adopted these standing orders to regulate its business. They should be read alongside the Code of Practice and the Statement of Primary Responsibilities. All three documents are reviewed annually by the Council. 

3.       The Chair is responsible for the interpretation of these Standing Orders (subject to the provisions of Statutes and Ordinances): their decision is final.

4.       A standing order may be suspended by a motion which is proposed, seconded and then approved by two thirds of the Council members present at a meeting. No such suspension will override any provision of the Statutes and Ordinances.

Membership and key roles

5.       The membership of the Council is defined in Statute A IV 2​, and is subject to the further provisions of Special Ordinance A (ii). The procedure for the election of Council members is similarly prescribed by Special Ordinance.

6.       The current membership list is available on the Council’s website.

7.       The Vice-Chancellor is the Chair of the Council as specified in Statute A IV 5. 

8.       The Registrary is Secretary of the Council as specified in Statute C VI 1 (c).

9.       The Council shall designate one of its external (class e) members to be Deputy Chair. The Deputy Chair shall normally take the Chair if the Vice-Chancellor is absent. The Deputy Chair may also take the Chair for particular items at the request of the Chair or the Council.  The agenda shall indicate where it is proposed that the Deputy Chair shall take the Chair for a specific item of business. 

10.    A member of the Council who wishes to propose a different allocation of items between the Chair and the Deputy Chair is asked to inform the Secretariat at least 24 hours before the start of the meeting.

Meeting schedule

11.    The Council shall meet at least twice a term in accordance with Statute A IV 6.  There shall generally be two ‘long’ in-person meetings each term, which shall generally include strategic and ordinary sessions.  There shall generally be a third ‘short’ online meeting each term to progress urgent or time critical business.

12.    The Council shall agree dates of meetings for the following academic year by the end of the preceding Lent Term.

13.    The Chair may cancel a meeting if they consider that there is insufficient business, provided that Council members are given at least ten days’ notice.

14.    The Chair may call extraordinary meetings. Save in exceptional circumstances, Council members shall be given at least five days’ notice of any such meetings.

Attendance and quorum

General expectations

15.    Members of the Council are expected to attend all meetings of the Council.

16.    If a member of the Council is, or is likely to be, absent from the majority of meetings in a given academic year, the Chair has the discretion to ask them to resign from the Council. 

17.    Members of the Council are asked to give advance notice of a period of sabbatical leave by email to the Secretariat and to choose whether:

a.       to attend meetings of the Council during their sabbatical leave;

b.       to secure exemption from attendance (this shall normally only be granted for one term and in cases where leave was agreed before election to the Council); or

c.       to request that their sabbatical leave entitlement is carried forward to the end of their period of service on the Council.

Attending officers, advisers and observers

18.    The following officers shall have a standing invitation to meetings of the Council: the Pro-Vice-Chancellors; the Registrary; the Director of Governance and Compliance; the Senior and Junior Proctors, the Academic Secretary, the Chief Financial Officer, the Director of Finance, the Director of External Affairs and Communications; and the Council Secretariat. 

19.    The Chair may ask any or all of the attending officers to withdraw for a particular item.  The Registrary or the Director of Governance and Compliance shall normally remain to take a minute. If the Chair requests that all attending officers withdraw, the Chair shall prepare a minute, or designate a member of the Council to do so.

20.    The Council, normally acting through the Chair, may invite any person to attend the meeting to observe the business or to advise the Council on a specific item. Observers and advisers shall generally be provided with the papers for the relevant items.  Observers and advisers shall have no right to speak, except at the request of the Chair, or to vote at meetings of the Council.

Attendance for unreserved business

21.    All members of the Council and attending officers shall be present for the unreserved business, subject to the provision in paragraph 19. 

Attendance for, and definition of, reserved business

22.    Student (class d) members and attending officers shall withdraw for reserved business (with the exception of the Registrary and the Director of Governance and Compliance, unless the business concerns them).

23.    The following matters shall be reserved in accordance with Special Ordinance A (viii)​:

a.       the employment or promotion, or any matter relating to the employment or promotion of individuals by the University;

b.      the admission and academic assessment of individuals;

c.       such other matters as may be specified by Statute or Ordinance in respect of any particular body or class of bodies; and

d.       any other matter at the discretion of the Chair.

24.    The expectation is that as little business as possible will be reserved.

​Quorum

25.    The quorum is nine members of the Council as stipulated in Statute A IV 6.  In the absence of a quorum (subject to the provisions made in paragraph 52 for situations where there are fewer than nine unconflicted members) the outstanding business shall be carried forward to the next meeting (unless in the meantime it is withdrawn or resolved by circulation).

Notifications, agendas, papers and minutes

Agenda and work plan

26.    The agenda for each meeting shall be determined by the Chair, acting on the advice of the Secretary.

27.    An updated version of the Council’s work plan for the academic year shall be posted on the governance website within two days’ of each meeting for access by the wider University.

Notifications and access to papers

28.    The agenda and supporting papers shall be posted on the Council's website no later than the Wednesday preceding the Council's meeting.

29.    Council members and attending officers shall receive email notifications regarding Council meetings, papers and circulars (greater restrictions shall apply for notifications about reserved and/or confidential matters). Council members and regular attendees may request that their Executive Assistants receive these notifications.

30.    The following groups shall have access to the unreserved papers via the Council's website (save any confidential matters for which greater restrictions shall apply): all members of the Council; regular attendees of the Council; Heads and Secretaries of the Schools; Directors of Divisions within the Unified Administrative Service and other Non-School Institutions; and, at the request of their principals, Executive Assistants of the above groups.

31.    The following groups shall have access to the reserved papers via the Council's website: members of the Council, with the exception of the student (class d) members; the Pro-Vice-Chancellors; the Registrary; the Director of Governance and Compliance; the University Draftsman; the Council Secretariat; and, at the request of their principals, Executive Assistants of the above groups.

32.  Any unreserved business which is marked confidential shall only be accessible to: members of the Council, including the student (class d) members, the Registrary, the Director of Governance and Compliance and the Council Secretariat.

​33.    Any legally privileged advice shall be designated as strictly confidential and (unless the Chair agrees to further expand or restrict access) shall only be accessible to: members of the Council, including the student (class d) members (unless the item has also been reserved); the Registrary; the Director of Governance and Compliance; and the Council Secretariat.  Strict confidentiality must be observed regarding the content of any legally privileged advice.

34.    Members of the Council are not required to retain Council papers but should take care to store and destroy confidential papers securely.

Confidentiality classification of business

35.    Papers provided to the Council will be assigned to one of the following confidentiality categories:

a.     Unreserved: Council members can discuss and report information in the papers and what was said at the meetings outside the Council meeting. However, Council members must not attribute views to other Council members/groups of Council members.  (Chatham House rule)

b.     Reserved: All reserved business is confidential. Council members, who are in receipt of reserved Council papers, must not discuss or report reserved business outside Council meetings or with the student (class d) members or any individuals who are not members of the Council.

c.    Unreserved business which is marked confidential: The rules of reserved business apply for all members of the Council (including student (class d) members) with regard to confidentiality. Council members must not discuss or report the marked elements outside the Council meeting or with any individuals who are not members of the Council.

Starred items

36.    Items of business which the Chair and Secretary consider to be straightforward shall be starred (*). Starred items shall be included in the agenda (rather than in a Circular or by reference to the Business Committee) only if it is believed that the matter is of such significance that there could be a need for discussion at the meeting, or if the matter is urgent.

37.    Members of the Council may request that a starred item be discussed at the meeting via an email to the Secretariat that sets out the reason for requesting the discussion at least 24 hours before the meeting. 

Tabling papers

38.    Papers shall not be tabled (i.e. circulated at the meeting) by members of the Council except with the agreement of the Chair, which shall normally be obtained via the Secretariat. Papers may be tabled by the Secretariat, with the agreement of the Council, in cases of absolute necessity.

39.    Business or papers which do not appear on the agenda shall be considered by the Council only where a motion to that effect, duly proposed and seconded, has been passed by a majority of those members present.

Minutes

40.    The full confirmed minutes for each meeting shall be posted on the Council website within two days of the meeting at which they were confirmed, for access by the wider University. 

Announcement of Council decisions

41.    In cases where the announcement of a decision made by the Council is considered appropriate, that announcement shall be published without delay and, where possible, the papers shall indicate when and by what means it will be published, e.g. by Notice in the Reporter.

Graces and amendments initiated by members of the Regent House 

42.    The Council shall act promptly on receipt of an initiated Grace or amendment and shall normally decide whether or not to authorise submission, in accordance with Special Ordinance A(i)7(a), by the end of the following term.  A list of Graces and amendments initiated by members of the Regent House is maintained on the Council's website.

Conduct of meetings, including declarations of interest

Conduct

43.    The Chair (or Deputy Chair) is responsible for the conduct of meetings and for ensuring that the business is considered properly and efficiently.  

44.    Members are encouraged to participate in the discussion while being conscious of the time constraints at meetings.  They should address the Chair, accept their direction and not interrupt them. At all times members must treat the Chair, other members and attending officers with respect and abide by the Council’s Code of Practice.

45.    If the Chair considers that any member is impeding the proper conduct of business they may require that member to withdraw from the meeting.  Should the member continue to refuse to observe the authority of the Chair it shall be open to the Chair and the other members of the Council in their absolute discretion to determine how the consideration of that item and/or the meeting as a whole shall proceed.

Motions

46.    Proposals and recommendations submitted to the Council by other University bodies do not need to be proposed and seconded. Other formal motions shall only be voted on if they are proposed and seconded by members present at the meeting when they are considered.

Voting

47.    The Chair may call a vote if the Council has been unable to reach a decision through discussion or where a vote is required by Statute or Ordinance.  The expectation is that voting will be used sparingly.

48.    In any vote each unconflicted member of the Council present shall have a single vote.  Attending officers and other observers and advisers are not entitled to vote.  Voting shall be decided by a simple majority of the unconflicted members present and voting, except when specific majorities are required by Statute or Ordinance.

Declaration and registration of interests

49.    In accordance with the University’s Conflict of Interest Policy, members and regular attendees of the Council must declare any personal, financial or other interests (and/or those of their close personal contacts) which constitute existing or potential conflicts with their University duties annually via the online declaration of interests form.  A summary of these declarations will be made publicly available on the Council’s website. 

50.    Members should also declare any conflicts of interest in relation to a specific agenda item under ‘Declarations of interest’ at the beginning of each meeting, so that the declaration and any mitigating action can be minuted. The Chair may state that in their view a member has an interest in a particular item.

51.    Members should comply with the Chair’s decision about to what extent it is appropriate for them to take part in the Council’s discussion and/or decision on the item in which they have an interest or whether they should withdraw for discussion of the item. 

52.    Membership of a trade union need not normally be routinely declared (although there may be unusual circumstances in which such declarations could be required). Holding office, locally or otherwise, in a trade union should be routinely declared.

53.    In cases where a large number of members of the Council are conflicted with regard to a particular item, the following principles shall apply:

Principle 1: unless determined otherwise by the unconflicted members, all Council members shall participate in the discussion of a matter.

Principle 2: only unconflicted Council members shall participate in the decision-making. The decision of the unconflicted Council members shall be taken in private.

Principle 3: in situations where there are fewer than nine unconflicted members and the Council is therefore no longer quorate:

a.       where it can be anticipated that the Council will not have a quorum of unconflicted members in relation to a particular matter (e.g. due to a change in membership) and where the timeline for the decision-making allows, the University shall approach the Charity Commission to authorise the taking of a valid decision despite the conflict or lack of quorum.

b.      where the decision is time-critical, the Council shall delegate the decision to a sub-group comprising the unconflicted members

54.    The Council has delegated authority to a sub-group to make decisions on its behalf about or matters involving the University’s participation as an employer in the USS pensions when the Council would be inquorate for such decisions on the basis of members’ conflicts of interests.

Business Committee

55.    The Council’s Business Committee deals with much straightforward Council business in relation to the Regent House (for example, approval of Notices, Grace and Reports, Responses to Discussions, etc.) and reviews the progress of legislative business on behalf of the Council.

56.  The Committee shall meet weekly on Thursdays if there is business to be considered. The agenda and papers shall normally be provided electronically to all members of the Council by the Tuesday prior to a meeting (if held). If there is no business for consideration, confirmation that a meeting will not take place shall be circulated to all members by the same date.

57.    The University Draftsman, as the Secretary of the Business Committee, may propose that items which seem so straightforward as not to require discussion at a meeting may be approved by circulation.  Any member of the Council may request that such items be considered at a meeting of the Business Committee.

Circulars

58.    Straightforward business and items for information, including the minutes of sub-committees, shall be included in the regular Council circulars.

59.    Council circulars shall generally be issued on the Council website every other week if there is business.  The circular shall indicate each matter for decision and the timetable for approval: this is generally ten days after the circular is issued - any earlier deadlines for time critical items shall be flagged in the cover email and circular.

60.    Any member of the Council may refer an item from a circular to the next meeting of the Council for discussion (by email to the Council Secretariat). 

Self-effectiveness reviews

61.    The Council shall carry out a review of its operations and effectiveness at least every three years following a procedure to be agreed by the Council immediately before the review.

Delegations to committees

62.   Special Ordinance A (viii) 4 provides that a body such as the Council 'may appoint committees for any such general or special business as in the opinion of the body may be better regulated or managed by means of a committee, and may delegate to any committee so appointed, or to any University officer, with or without restrictions or conditions, the exercise of any functions proper to the body, provided that:

a.       such delegation shall not relieve the delegating body of responsibility for the matter delegated;

b.       members of the delegating body shall have the right of access to all papers considered by such committees or persons;

c.       subject to any contrary provision of Statutes or Ordinances, such delegation shall not extend:

i.         to any election or appointment to a University office,

ii.        to any decision of a University Court established by Statute D II,

iii.      to any resolution concerning the award of a degree, diploma, certificate, or other qualification, or

iv.      to any other matter specified by Ordinance.

d.       such delegation may be withdrawn (either generally or in respect of a specific matter) at any time.​

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