Powers of the Institute board

63. Subject to the provisions of the Charter and the Bye-Laws, the management of the property and affairs of the Institute shall be vested in the Institute Board which shall be appointed and hold office as set out in the following Bye-Laws.

The board in charge of the RCN and the Institute of Advanced Nursing Education is responsible for the management of the property and affairs of the Institute of Advanced Nursing Education.

64. The Council shall have power by resolution at any time:-

As a body, the Council can at any time decide:

a) to require the Institute to suspend business;

a) to make the Institute (see definitions above) suspend its activities

b) to require the Institute to set a balanced budget, taking into account any agreed funding from the College; and

b) to make the Institute set a balanced budget, including any funding

c) to require the Institute to change any education policies inconsistent with the education policies of the College.

c) to make the Institute alter policies which aren' t consistent with the educational policies of the RCN

65. In pursuance of its powers under Bye-Law 47, the Council shall have power to make, alter or repeal such Regulations for regulating the affairs of the Institute as it shall think fit: provided that no such Regulations shall be contrary to the provisions of the Charter or these Bye-Laws.

The Council can alter the way it runs the Institute, as long as that in doing so it does not contravene other bye-laws.

The Institute board

66. The number of Governors shall be not more than 19 and not less than 14.

The Institute board must have between 14 and 19 governors.

67. The Institute Board shall comprise the following Governors:-
a) the Principal (ex officio);

a) the Principal

b) up to ten Governors appointed by the Institute Board upon the nomination of the College;

b) up to 10 governors nominated by the Council

c) up to two Governors appointed by the Institute Board upon the nomination of the Academic Board;

c) up to two governors nominated by the Academic Board

d) one Governor appointed by the Institute Board upon the nomination of the students of the Institute under arrangements approved by the Institute Board;

d) one governor nominated by the students of the Institute

e) one Governor appointed by the Institute Board upon the nomination of a university determined by the Institute Board;

e) one governor nominated by a university (which is chosen by the Institute Board)

f) up to two Governors appointed by the Institute Board, one upon the nomination of an employer of nurses from the National Health Service and one upon the nomination of an employer of nurses not within the National Health Service, each such employer being chosen by the Institute Board; and

f) up to two governors - one nominated by an NHS employer of nurses, and one nominated by a non-NHS employer of nurses - who are appointed from organisations selected by the Institute Board

g) up to two additional Governors appointed by the Institute Board, at least one of whom shall have particular qualifications and experience in financial management and the other shall have experience of and have shown capacity in industrial and commercial matters or the practice of any profession.

g) up to two further governors, one of whom should have financial management experience and the other who should have and industrial or commercial background

68. Notwithstanding the provision in Bye-Law 67 that the Governors (except the Principal) shall be appointed by the Institute Board, the first Governors in each category in Bye-Law 67 shall be appointed by the Council.

The first governors in each category of bye-law 67 are appointed by the Council.

69.The Governors may require the nominating bodies to put forward more than one nomination in respect of any one appointment, but subject thereto must make an appointment from the persons nominated. The Governors may also require such bodies to supply it with such details as it reasonably requires in relation to persons nominated. Governors who are in the same category of Governors under bye-law.

The governors may want nominating organisations to put forward more than one candidate for each appointment. They may also want the nominating organisations to provide them with information about the candidates they are putting forward.

67 as a person who has been nominated as a Governor shall not have a vote on any resolution to appoint such person as a Governor.

A person who has been nominated as a governor can' t vote for himself.

70. For so long as any body entitled by these Bye-Laws to nominate one or more Governors for appointment by the Institute Board is unable or unwilling to nominate all the Governors which it is entitled to nominate, any vacancy so created shall not be filled by the Institute Board.

If the organisations who are entitled to put forward a candidate for a governor post decide not to do so, then the Institute Board cannot take it upon itself to fill the vacancy.

71. The Institute Board may, by a resolution passed by not less than 75% of Governors present in person or by alternate and entitled to vote, determine that any person mentioned in Bye-Laws 67. (e) and 67.(f) shall no longer be entitled to nominate a person as a Governor and that another person with objects which the Institute Board determine are similar be appointed in its place.

Qualification of Governors

72. The Governors appointed under Bye-Law 67.(c) shall consist of one who shall be the Registrar or the Librarian of the Institute (as decided by the Academic Board) and the other shall be a member of the teaching staff of the Institute.

Of the governors appointed under bye-law 67c, one has to be the Registrar of the Librarian of the Institute, and the other has to be a member of the teaching staff of the Institute.

73. The Governors appointed under Bye-Law 67.(g) shall be appointed by resolution of the Governors passed at a meeting of which not less than 21 days' notice shall have been given, and may be so appointed not more than one month before the expiry of the term of office of an existing Governor appointed under Bye-Law 67.(g) with effect from the date of expiry.

The governors appointed under bye-law 67g have to be appointed at a meeting which is held no earlier than one month before the serving governor is due to leave. Not less than 21 days' notice must be given of this meeting.

74. No person who is or has been a member of the staff of the Institute shall be eligible for appointment as a Governor other than the Principal, a College Governor or a Governor appointed pursuant to Bye-Law 67.(c) until the expiry of five years from his or her ceasing to be so employed.

Anyone who has been a member of staff at the Institute cannot be nominated as a governor unless:
five years have elapsed since their employment ceased
they are being nominated for the post of Principal, College Governor, or a governor appointed under bye-law 67c

75. Any Governor whose nomination is withdrawn by notice in writing to the Clerk to the Institute Board during his or her term of office and any Governor whose nominating body ceases to be entitled to nominate Governors shall forthwith cease to be a Governor upon receipt of the notice of withdrawal by the Clerk or upon the passing of the relevant resolution pursuant to Bye-Law 71.

Any governor who wants to quit during service must do so by giving notice in writing to the Clerk of the Institute Board. Any governor nominated by a body which has ceased to be entitled to nominate, has to quit.

76. Any Governor except for the Principal may be removed from office by a resolution passed by not less than 75% of Governors present in person or by alternate and entitled to vote.

Any governor (with the exception of the Principal) can be removed from office with a vote of 75% or less.

77. No person shall be eligible for appointment as a Governor of any description or category at any time when he or she is under the age of 18 or over the age of 70 provided that a person over the age of 70 may be appointed as a Governor where the Governors do determine by a resolution passed by not less than 75% of Governors present in person or by alternate and entitled to vote.

Governors must be between 18 and 70 years of age. Exceptionally, a Governor can be over the age of 70 if his or her appointment is agreed by a resolution carrying no less than 75% of the votes.

78. Any question whether any person is qualified or disqualified by virtue of any provision of this or the above Bye-Laws for appointment as a Governor of any description or category shall be determined by the Governors.

Any doubt over a prospective Governor' s qualifications for the post must be resolved and determined by the Governors.

79. No person shall be entitled to act as a Governor whether on a first or on any subsequent entry into office until after signing in the minute book of the Governors a declaration of acceptance and of willingness to act in accordance with the Charter, these Bye-Laws and the Regulations.

All new Governors must sign to say they accept the terms and conditions of their role before they start in their post.

Tenure of the office of governors

How long the Governors get to stay in their role

80. The terms of office of the Governors shall be as follows:
a) in the case of the Principal for so long as he or she shall remain Principal;

a) the Principal retains his or her post for as long as they wish

b) in the case of a Governor appointed under Bye-Law 67.(d), one year or until he or she shall cease to be a student of the Institute, whichever shall be the sooner;

b)if a Governor has been appointed under bye-law 67d, he or she shall remain in their post for one year or until they cease to be a student of the Institute - whichever period is shorter

c) in the case of all other Governors, four years from the date of their appointment provided that half the first Governors appointed after the annual general meeting of the College in 1993 (as determined in the sole discretion of the Institute Board) shall serve for a period of two years.

c) All other Governors serve a period of four years from the date of their appointment. This is provided that half of the first Governors appointed in 1993 serve for a period of two years (to accommodate the staggered rotation of Governors).

A governor may be re-nominated and re-appointed at the end of any term of office.

A Governor can be re-nominated and re-appointed to his or her post at the end of the term of office.

81. If at any time the Institute Board is satisfied that any Governor has been absent from meetings of the Institute Board for a period longer than 12 consecutive months without permission of the Institute Board, or is unable or unfit to discharge the functions of a Governor, the Institute Board may, by notice in writing to such Governor, remove him or her from office and thereupon the office shall become vacant.

If a Governor has not attended meetings in 12 months without the permission of the Institute Board - or if a Governor is unfit to carry out their role - the Institute Board has the power to remove the Governor from office and vacate his or her post.

82. Any Governor who becomes bankrupt or makes any voluntary arrangement within the meaning of Section 253 of the Insolvency Act 1986 or any statutory modification thereof for the time being in force shall thereupon cease to be a Governor.

Any Governor who is declared bankrupt - or who makes any voluntary arrangement under Section 253 of the Insolvency Act 1986 - must immediately cease being a Governor.

83. A Governor may at any time, by notice in writing to the Clerk to the Institute Board, resign his or her office.

A Governor can resign from his or her post at any time, by writing notice to the Clerk of the Institute Board.

84. Every vacancy in the office of a Governor shall as soon as possible after it occurs be notified to the Institute Board by the Clerk to the Institute Board and the Governors shall thereupon invite the person who nominated the Governor whose cessation as Governor gave rise to the vacancy to nominate another person and shall thereupon appoint a Governor to fill the vacancy in accordance with the provisions of the Bye-Laws. A Governor appointed to fill a casual vacancy shall hold office only for the unexpired term of office of the Governor in whose place he or she is appointed.

As soon as Governor has resigned, the Clerk to the Institute Board must inform the Institute Board of the development. The Governors must then invite the person who nominated the exiting Governor to nominate another candidate to fill the post. A Governor who is appointed in this way must only serve the remainder of the term left by the exiting Governor.