For the purpose of these Guidelines, unless the content otherwise requires

"University" shall mean Hong Kong Baptist University;

"Ordinance" shall mean the Hong Kong Baptist University Ordinance;

"Member" shall mean a member of the Council of the University as defined under sections 15(1)(a) to 15(1)(i) of the Ordinance;

"Chairman" shall mean the Chairman of the Council appointed by the Chief Executive of the Hong Kong Special Administrative Region and as defined under section 15(2)(a) of the Ordinance, or the person for the time being acting as the Chairman of the Council in accordance with sections 15(2)(d) and 15(2)(e) of the Ordinance (i.e. such a person is either the Deputy Chairman of the Council or, in the case when both the Chairman and Deputy Chairman of the Council cannot perform their respective functions, a Member appointed by the Council from those Members appointed under section 15(1)(b) of the Ordinance to act as Chairman);

"Deputy Chairman" shall mean the Deputy Chairman of the Council as defined under section 15(2)(a)(ii) of the Ordinance;

"Secretary" shall mean the Secretary of the Council appointed by the Council;

"Presider" shall mean the person presiding at a meeting of the Council.

"Officer-in-attendance" shall be as defined under Guideline 5.

Calling of Meetings

Meetings of the Council shall be held at least three times within each academic year at a time and place as the Chairman may from time to time appoint. On receipt of a request in writing signed by at least 5 Members, the Chairman shall convene an extraordinary meeting of the Council within 21 days of that notice.

The Secretary shall circulate a notice of meeting to each Member no later than 7 days before the date appointed for a meeting, except in case of emergency when such notice shall be given as circumstances allow (subject to Guideline 14(d)). The notice of the meeting will be accompanied by the agenda of the meeting, together with any background papers relating to the matters on the agenda which are available. Other such background papers which are not then available shall be circulated by the Secretary as early as practicable thereafter. Exceptionally, such background papers may be tabled. The circulation and tabling of such background papers is subject to Guideline 14(a).

Accidental omission to supply such notice, agenda, or background papers to any Member shall not affect the validity of a meeting.

Members wishing to raise any matter not included on the agenda and requiring a formal decision by the Council should whenever possible notify the Secretary at least 48 hours before the meeting. It shall be for the Chairman to decide whether or not the matter should be discussed at that meeting or deferred until a later meeting.

The Chairman may invite any member of the staff of the University to attend meetings of the Council either regularly or for any particular item on an agenda. Such a staff member shall hereinafter be referred to as an "officer-in-attendance" at Council meetings.

Quorum and Presider

Any Member who is unable to attend a meeting or part of a meeting of the Council shall notify the Secretary accordingly.

The smallest whole number not less than one half of its Members for the time being holding office shall form a quorum at a meeting.

If a meeting does not have a quorum or subsequently becomes inquorate, the Presider may rule that the meeting shall proceed but that the (outstanding) matters of the meeting requiring the Council's decision, together with the recommendations of the Members present, shall be circulated subsequently to the full Council for approval.

The Presider of all Council meetings shall be the Chairman unless he is absent, in which case the Deputy Chairman shall preside. In the absence of both the Chairman and Deputy Chairman, the Council may appoint a Presider who shall be a Member appointed under section 15(1)(b) of the Ordinance who is present at the meeting.

The validity of any proceeding of the Council shall not be affected by any defect in the appointment or nomination of any Member or by any vacancy among Members of the Council.

Order of business

The order of business at every meeting of the Council shall normally be:

To appoint a Presider if necessary, subject to Guideline 9.

To approve as a correct record the minutes of the preceding meeting.

To consider matters arising from the minutes of the preceding meeting.

To dispose of any business remaining from the preceding meeting.

To confirm decisions taken by circulation since the preceding meeting.

To receive information papers.

To consider matters entered on the agenda in the order so entered.

To consider any other business which may be raised by any Member and which the Council agrees to discuss.

To agree the time and place of the next meeting.

The order of business may be varied by agreement of the Council at any time during the meeting.

A meeting of the Council may be adjourned by the Chairman or Presider, or, where the Council so resolves, by the Council.

Reserved business

Notwithstanding anything to the contrary contained in these Guidelines, the President of the University's Student Union and any officer-in-attendance are not entitled to participate in considering reserved business including the appointment, promotion or personal affairs of individual officers, teachers and other staff members and the admission or academic assessment of individual students. For the purpose of this Guideline:

The President of the Student Union and the regular officers-in-attendance shall not receive the papers relating to such business.

The Presider shall have the sole right to decide what constitutes business falling under this Guideline and to require the President of the Student Union and any officer-in-attendance to withdraw from a meeting or such part of a meeting, when such business is discussed, and his decision shall be final.

Those parts of the minutes of the meeting relating to such business will be separately documented and will not be circulated to those who have been requested to withdraw from such meeting or such part of the meeting.

The President of the Student Union and the regular officers-in-attendance shall not receive the notice of a meeting at which only business falling under this Guideline is to be discussed, nor the papers and minutes relating to such business.

Procedure and voting

All Members shall speak to the Chair. Any Member unable to attend a meeting of the Council may send in written comments and such comments shall be read to the Council at the meeting by the Presider.

The Presider shall put such proposals, as he deems necessary, to the Council in the form of resolutions to be voted on by Members.

Any Member may propose a resolution and if this is seconded by another Member, it shall be put to the Council by the Presider and voted on.

Voting shall be by show of hands, unless any Member requests the Presider to hold the vote by secret ballot. Every question or resolution shall be decided by a simple majority of votes of the Members present and voting thereon. Each Member, including a Member attending a Council meeting in more than one capacity, shall have only one vote, except when Guideline 20 applies.

Any Member may propose an amendment to a resolution, and if this is seconded by another Member, the amendment shall be voted on by the Council. All such amendments shall be voted on separately before a vote is taken on the resolution. The original resolution thereafter shall be amended in accordance with the amendment(s) agreed and put to and voted on by the Council.

The Presider shall in the case of an equality of votes have the right of an additional vote which shall be a casting vote and should so declare it.

If any Member present at a meeting has an interest, including a pecuniary or personal interest, in any contract or proposed contract or other matter which is to be considered by the Council at the meeting, he shall as soon as possible after the commencement of the meeting state this fact and the nature of his interest. The Presider shall thereupon ask the Council to decide whether such a Member should withdraw from the meeting while the matter is considered or be present but abstain from participating and voting on the matter under discussion, and whether those parts of the minutes relating to the matter shall be circulated to the Member who has been requested to withdraw.

The Presider is responsible for the observance of the Guidelines of Procedure in the Council and his decision upon any point of the Procedure shall not be opened to appeal and shall not be reviewed by the Council except on a substantive resolution made after notice.

Whenever the Presider wishes to intervene, the other Members must refrain from speaking so that he may be heard without interruption.

The Presider may designate a particular matter considered by the Council as "Confidential", "Restricted" or "Open" and matters so designated shall be treated accordingly. Matters designated as "Confidential" shall not be discussed with any person outside the Council. Those designated as "Restricted" may be discussed with parties with a direct interest in the matter only. All other matters shall be regarded as "Open" and may be discussed freely outside the Council meeting.

Minutes

The Secretary shall be responsible for indicating the extent to which papers are confidential in accordance with Guideline 24. Unless otherwise directed by the Chairman all minutes shall be marked "Restricted", except those relating to business falling under Guideline 14 which shall be classified as "Confidential" and shall be disclosed only to those Council members present at the pertinent discussion.

The minutes shall record business in the order of discussion, and shall include the names of Members attending or absent at a meeting and persons in attendance at it. The minutes shall include a brief summary of the principal points discussed, and shall record all decisions. The Secretary shall ensure that a copy of the draft minutes is sent to each Member (subject to Guidelines 14 and 21) within one month after the meeting.

The Chairman shall at the next ensuing meeting of the Council obtain the confirmation of the Council that the minutes are a true record. The confirmed minutes shall then be signed by the Chairman and the Secretary. Any minutes so signed shall be received in evidence without further proof. No discussion shall take place during the confirmation of the minutes except upon their accuracy.

Until the contrary is proved, a meeting of the Council in respect of the proceedings whereof the minutes have been so signed shall be deemed to have been duly convened and held, and all the Members present at the meeting shall be deemed to have been duly qualified and to have had power to deal with the matters referred to in the minutes.

Transaction of business by circulation

The Council may transact its business by the circulation of papers, and the Chairman may instruct the Secretary to transact business in this way.

When business is transacted by circulation, the matter shall be clearly set out in a letter or a memorandum addressed separately to every Member at that time available in Hong Kong, subject to Guidelines 14 and 21. The letter or memorandum shall be accompanied by a paper in which it is possible for Members to clearly express approval or disapproval of the matter proposed for consideration and then return the paper to the Secretary by the date stipulated. The form of the letter or memorandum shall be approved by the Chairman before dispatch.

Unless 5 Members in writing request the Chairman to refer any particular item of the business being transacted by circulation to the next Council meeting, a resolution in writing which is approved in writing by a majority of the Members shall be as valid and effectual as if it had been passed at a Council meeting.

Appointment of Committees

The Council may create and appoint such committees for any general or special purposes as it thinks fit and any such committee may consist partly of persons who are not Members of the Council. The Chairman of any such committee shall be appointed by the Council from among the Members of the Council. The Deputy Chairman of a Council committee shall act as Chairman if (a) the chairmanship of that committee is vacant, or (b) the Chairman is absent from Hong Kong or is, for any other reason, unable to serve as Chairman of that committee.

The Council may refer to a committee appointed under Guideline 32 such matters as it thinks fit, except those prohibited by section 18(4) of the Ordinance.

The Chairman of a committee shall report to the Council on its business at such intervals as the Council may decide.

Revision of these Guidelines

Any resolution to vary or revoke these Guidelines may be approved by a simple majority of votes of the Members present at a Council meeting and voting thereon. Any such resolution, when duly proposed and seconded in the course of a Council meeting, shall stand adjourned without discussion to the next Council meeting.