5. Committee Composition, Membership, Terms of Reference and Quorum

Composition

• A committee’s composition is the formally agreed category of membership, which may include, staff, students, elected members, lay members, titles of members such as Dean of School or Director of Finance, no. of ex-officio members. 

Membership

• The list of names of the people who currently sit on the committee.  

Terms of reference

• Define the purpose and scope of a committee, its assurance and decision-making responsibilities, the limits of its authority and the reporting requirements to its parent body. 

Quorum

• Specifies the number of members who must be present at a meeting to make the committee’s decisions valid.

A committee’s composition is formally approved. If changes to the composition are required, the Secretary must draft proposals for the parent committee (usually Council or Senate or both) to approve. A committee cannot change its own Composition, only recommend changes to its parent body. 
 
The Composition and Terms of Reference of Council, Senate and General Assembly are determined by University Statute and can only be altered by the Privy Council. 
 
The Composition and Terms of Reference for Council are contained in Statute XIII and Ordinance VIII. 
 
The Composition, Terms of Reference and Election of Members for Senate are contained in Statute XIV and Ordinance IX.  
 
General Assembly is governed by Statute XV. 
 
Further determination of membership and, in the case of Council and Senate, proceedings and quora, are provided by: 

• • Ordinance XI - Conduct of Meetings 
  • Regulation III - The Proceedings of Senate 

A Committee Secretary is responsible for maintaining the Committee’s membership. A list of the membership together with members’ period of office and a list of procedures for the filling of each category of vacancy should be kept (see section 6).  

1. Terms of Reference are the formally agreed outline of the Committee’s business and must be formally agreed by Governance and Nominations Committee.
2. The terms of reference of sub-committees should also be kept under review by the parent committee. If changes are required, the Secretary should draft proposals to the parent committee, usually Council or Senate.
3. Each Committee should discuss its terms of reference at its first meeting in each academic year:
   • To ensure that they remain fit for purpose
   • To remind committee members of their responsibilities
4. Working groups should establish or confirm their terms of reference at their first meeting (if these have not been agreed by the parent body) and a timescale for the project to be undertaken. The terms of reference should be approved by the parent body where one exists. 

The quora for Senate and Council are set out in Ordinance XI. 

The quora for other committees (the quorum) should normally be half the membership plus one. A committee may establish alternative requirements for a quorum within its composition, but these should add to the above (e.g. it might require a certain number of lay members or particular officers/representatives to be present, rather than make it less restrictive). 

1. The Chair of a committee may allow an appropriate alternate to attend a meeting in place of a member who is unavailable. For the purpose of a quorum the alternate shall be counted as a member and shall have full voting rights on that occasion. Non-members do not have voting rights (Ordinance XI).
2. When a committee's business involves matters in which one or more members have a personal involvement, or when their presence may inhibit full discussion, those members should withdraw from the meeting. It lies within the discretion of the Chair to judge when such a situation exists, and they may then ask a member or members to withdraw.
3. Committee decisions are normally reached by general agreement of the members present as determined by the Chair, unless a vote is requested by any member. If a vote is required it shall rest upon a simple majority of those present and will normally be conducted by a show of hands. In the event of a tie, the Chair shall have an additional casting vote. The vote shall normally be recorded in the minutes. (Note: there are some specific instances when a three quarter majority vote is required – most notably at Council where changes to Charter or Statutes or making of new Ordinances are proposed.) 

Depending on the nature of the committee, there may be a need for the Chair to consider items between meetings on the committee’s behalf and this has the benefit of expediting business where a committee does not meet frequently. However, normally only minor and non-controversial items should be considered in this way. If the need for urgent consideration of major and/or controversial items between planned items is foreseen, the committee may consider explicitly delegating the matter to its Chair at the previous meeting or alternately a special meeting might be called.

Where Chair's action on significant items does take place, it is helpful for the Chair to consult the views of members by email before taking their decision. All decisions taken by Chair’s Action should be clearly reported to the Committee at its next meeting for information. Committees may find it helpful to draw up brief guidelines on the use of Chair’s Action and these are particularly useful to new Chairs and Secretaries. However, the Chair may on occasion have to use their discretion on whether to take Chair’s Action, advised if appropriate by the secretary and relevant University officers.