Ordinance 4: The Council

The Council

(1)	Ex Officio Members of the Council will hold office so long as they continue to occupy the positions by virtue of which they became members.
(2)	The Council will appoint sufficient independent members to the Council as is required to maintain an independent majority.
(3)	The initial term of office for independent members will be three years, or such shorter period as the Council may determine. Independent members may be reappointed for a further term of up to three years, and thereafter on an annual basis for up to three further years, at the discretion of the Council. Except where paragraph 4.3(1) applies, the maximum term of office for independent members will be nine years, unless otherwise determined by the Council.
(4)	All members of the Senate, the Council and Heads of academic departments will be invited to suggest names of independent persons for consideration for appointment to membership of the Council. In addition any member of the University may suggest names of persons for consideration for appointment to membership of the Council. Such suggestions should be submitted in writing to the Secretary to Council for transmission to the Nominations Committee of the Council.
(5)	Where an appointed member of the Council, other than an independent member, ceases to be a member of the staff or a student of the University, their appointment as a member of the Council will terminate with immediate effect.
(6)	Members of the University Council will not receive any remuneration for their services as Council members. Reasonable travel and subsistence expenses incurred in attending meetings relating to the work of the Council will be reimbursed, upon presentation of appropriate evidence of expenditure.

4.1: The Nominations Committee

(1)	The membership of the Nominations Committee will be as follows:
	(a)	the Chair of Council, who will be the Chair of the Committee; ex officio
	(b)	the Vice Chair of Council (Vice Chair)
	(c)	the Vice-Chancellor; ex officio
	(d)	the Provost; ex officio
	(e)	two Pro-Vice-Chancellors appointed by the Vice-Chancellor; and
	(f)	three independent members of the Council appointed by the Council.
(2)	The Nominations Committee will have the following functions:
	(a)	to keep under review the periods of membership of persons appointed to membership of the Council.
	(b)	to keep under review the extent to which the membership of the Council is broadly representative of the public and appropriate to the interests of the University.
	(c)	to receive suggestions from any member of the University as to the names of persons who might be considered for appointment to independent membership of the Council.
	(d)	to take pro-active steps to attract nominations and suggestions for appointment to independent membership of the Council from within and outside the University.
	(e)	to make such nominations as the Committee considers appropriate for appointment to independent membership of the Council.
	(f)	to keep under review and to recommend to the Council the appointment of independent members of the Council and individuals external to the University to membership of Council committees.
	(g)	to receive suggestions from Professional Services members of University staff as to the names of Professional Services members of staff who might be considered for appointment to membership of the Council.
	(h)	to make such nominations as the Committee considers appropriate for appointment of a Professional Services member of University staff to membership of the Council.
(3)	The Nominations Committee will consider all the names transmitted to it and will recommend a list of names to the Council for appointment to membership of the Council. No person will be included in this list unless they have indicated in writing their willingness to serve.

4.2: Appointed Members

(1)	Pro-Vice-Chancellors
	(a)	The Council will appoint up to three Pro-Vice-Chancellors to the membership of the Council, on the recommendation of the Vice-Chancellor.
	(b)	Pro-Vice-Chancellors appointed to the Council will normally hold office for a period of three years commencing on the first day of August in the year in which they are appointed, and may be appointed for further periods of up to three years.
	(c)	A Pro-Vice-Chancellor appointed to the Council who ceases to hold the office of Pro-Vice-Chancellor will cease to be a member of the Council with immediate effect.
(2)	Members appointed by the Senate
	(a)	The Senate may appoint up to four academic members of the Senate to the membership of the Council.
	(b)	Members of the Council appointed by the Senate will hold office for a period of up to three years commencing on the first day of August in the year in which they are appointed and may be appointed for further periods of three years, except that a member of the Academic Staff appointed by the Senate who ceases to be a member of the Senate will cease to be a member of the Council with immediate effect.
	(c)	All members of the Senate will be invited to suggest names of Senate members for consideration for appointment to membership of the Council. Such suggestions should be submitted in writing to the Secretary to the Senate.
	(d)	If the number of nominations for academic members of staff received is equal to or less than the number of vacancies to be filled, the person or persons nominated will be deemed elected.
	(e)	If the number of nominations received for academic members of staff exceed the number of vacancies to be filled, a secret electronic ballot will be held among the members of the Senate, the candidate or candidate(s) receiving the highest number of votes being elected.
(3)	Student Representatives
	(a)	The Students’ Union President and one other elected Sabbatical Officer will be appointed as representatives of the students of the University to the Council.
	(b)	Student members will hold office for no more than one year commencing on the first day of their term of elected office and ending on their last day of elected office according to the Students’ Union’s governing documents. Student members may serve for more than one term of office on the Council if so elected to the office of President or other Sabbatical Officer position.

4.3: Chair of Council

(1)	The Chair of Council will be appointed for an initial term of up to five years and will be eligible for reappointment for one further term. If the appointed Chair is already a member, the initial term of office under this paragraph starts from the date of appointment as Chair of Council.
(2)	The Vice-Chair of Council will be appointed for an initial term of three years and will be eligible for reappointment for one further term.

4.4: Powers of the Council

Subject to the Charter and the Statutes, the Council will, in addition to all other powers vested in it, have the following powers, duties and functions:
(1)	To appoint a Chair and Vice-Chair.
(2)	To appoint members of the Council as provided for under Statute 5.
(3)	To appoint, after consultation with the Senate where prescribed, the Chancellor, the Pro-Chancellors, the Vice-Chancellor, the Provost, the Treasurer, the Pro-Vice-Chancellors and the Secretary to Council.
(4)	Subject to the provisions of the Charter, to make Statutes and Ordinances.
(5)	To authorise, on the recommendation of the Senate, the creation of academic posts in the University.
(6)	To establish degrees on the recommendation of the Senate.
(7)	To suspend or abolish, on the recommendation of the Senate, any academic post except any post created by the Statutes.
(8)	To determine, on the recommendation of the Senate, the conditions of appointment of the Academic Staff of the University.
(9)	Subject to the provisions of the Statutes, to appoint, on the recommendation of the Senate, all members of the Academic Staff of the University.
(10)	To regulate the appointment of all other members of the University staff, and to supervise the salaries and conditions of tenure of posts to which it appoints.
(11)	To establish, on the recommendation of the Senate, the academic governing instruments, to prescribe their constitution and functions, and to modify or revise the same.
(12)	To review the work of the University and, subject to the powers of the Senate, take such steps as it thinks proper for the purpose of advancing the interests of the University, maintaining its efficiency, encouraging teaching, the pursuit of learning and research, and providing for the recreation and well-being of students.
(13)	To determine, after considering the recommendations of the Senate, all University fees.
(14)	To establish, on the recommendation of the Senate and subject to any conditions made by the founders, the general arrangements for the award of teaching fellowships, scholarships, studentships, prizes and other aids to study and research.
(15)	To provide for the welfare of the students of the University after taking into consideration any recommendation or report by the Senate.
(16)	To take such steps as it thinks proper for supervising organisations of students and to approve any amendments to the constitution of the Students’ Union provided that before determining any question under this sub-section which directly affects the educational purpose of the University, the Council will take into consideration any recommendation or report by the Senate.
(17)	To accept transfers of all or any part of the property, assets, liabilities and engagements of the Trustees of the University of Warwick Foundation being the Trustees for the time being under the Declaration of Trust dated the twenty-fourth day of October one thousand nine hundred and sixty-two, and any later revisions or amendments thereto.
(18)	To govern, manage and regulate the finances, accounts, investments, property, business and all affairs whatsoever of the University, and for that purpose to appoint bankers and any other officers or agents whom it may seem expedient to appoint, provided that before determining any question of finance which directly affects the educational policy of the University the Council shall take into consideration any recommendation or report by the Senate.
(19)	To invest any moneys belonging to the University in such stocks, funds, fully paid shares or securities as the Council will, from time to time, think fit, whether within the United Kingdom or not or in the purchase of freehold or leasehold hereditaments in the United Kingdom including rents; provided that in the case of moneys held by the University as trustees the powers conferred by this paragraph shall be exercised subject to the provisions of the law relating to investment by trustees.
(20)	To sell, buy, exchange, lease and accept leases of real and personal property on behalf of the University.
(21)	To provide and maintain the buildings, premises, furniture and apparatus, and other means needed for carrying on the work of the University, provided that before determining any question under this sub-section which directly affects the educational policy of the University the Council will take into consideration any recommendation or report by the Senate.
(22)	To borrow money on behalf of the University and for that purpose, if the Council thinks fit, to mortgage or charge all or any part of the property of the University, whether real or personal, and to give such other security as the Council shall think fit.
(23)	To enter into, vary, carry out or cancel contracts on behalf of the University.
(24)	To make provision for schemes of insurance, superannuation, pensions or retirement benefits for all salaried Officers, and so far as the Council shall think fit for other employees of the University or their dependents or relatives.
(25)	To select a Seal, Arms and a Mace for the University and to have the sole custody and use of the Seal.
(26)	To delay or disallow any Regulations made by the Senate that engage matters of concern to the Council.
(27)	Generally to exercise all such powers as are or may be conferred on the Council by the Charter and the Statutes, including the power to make Ordinances in the exercise of those powers of the Council.

4.5: Procedures for meetings of the Council

(1)	The Council may make Standing Orders that regulate its procedures, provided that such Standing Orders do not conflict with the Charter, the Statutes, the Ordinances or the Regulations.

4.6: Conflicts of Interest

(1)	If a member of the Council has a direct or indirect personal or pecuniary interest in any matter to be considered, that member must disclose the interest before the matter is discussed. The member must, if requested by the Council, withdraw from the meeting during the discussions.
(2)	Paragraph 4.5(1) will not prevent the Council from considering and voting upon proposals for the University to insure the members of the Council against liabilities incurred by them arising out of their office.

4.7: Withdrawal from meetings

(1)	Any member of the Council who is a member of the staff of the University must withdraw from any part of a meeting which deals with their conduct, pay or conditions of service.

4.8: Secretary to Council

(1)

The Secretary to Council will be responsible for providing secretarial services to the Council, and to any committee appointed by that body, and for the provision of operational and legal advice in relation to compliance with the Charter, Statutes, Ordinances and Regulations, and the Standing Orders of the Council.

4.9 Committees of the Council

(1)	Art Collection Committee
(2)	Audit and Risk Committee
(3)	Equality and Diversity Committee, a joint Committee of both the Council and the Senate
(4)	Finance and General Purposes Committee
(5)	Fundraising and Ethics Committee, a joint Committee of both the Council and the Senate
(6)	Honorary Degrees Committee, a joint Committee of both the Council and the Senate
(7)	Remuneration Committee
(8)	Research Governance and Ethics Committee, a joint Committee of both the Council and the Senate
(9)	University Estate Committee