Ordinances

1. Definitions and interpretation

1.1 Unless otherwise defined in the Charter, the following terms shall have the following meanings in these Ordinances:

1.2 The Chair of Council, on the advice of the Secretary to the Council, is responsible for ruling on any question of interpretation of these Ordinances; that ruling shall be final.

1.3 Nothing in these Ordinances is intended to conflict with the Charter. In the event of any such conflict, the provisions of the Charter will apply. 

2. Council of the University 

2.1 Composition of Council

2.1.1 As prescribed by Article 11 of the Charter, the Council Members shall be:-

• (a) the President and Vice-Chancellor;
• (b) one Vice-President, nominated by the President and Vice-Chancellor;
• (c) between eight and twelve Independent Council Members (of which at least one shall be a graduate of the University);
• (d) up to three members of Senate nominated by Senate and appointed by the Council (in accordance with such procedures as the Council may decide from time to time);
• (e) one member of the full-time staff of the University (other than Academic Staff) nominated from amongst their own number and appointed by the Council (in accordance with such procedures as the Council may decide from time to time); and
• (f) two student representatives, one of whom shall be the President of the Students’ Union, the other shall be nominated by the Students’ Union and appointed by the Council (in accordance with such procedures as the Council may decide from time to time).

2.1.2 As required by the Office for Students, all Council Members shall meet the “fit and proper person” test for members of the governing body of a registered provider of higher education.

2.1.3 All Council Members shall declare any conflicts of interest which exist or may arise. At least once a year, the Council shall review each member’s declarations of interest. As part of this review, Council Members will be asked to:

• (a) re-confirm their declaration as a “fit and proper person”; and
• (b) re-confirm or declare any additional conflicts of interest.

2.2 Terms of Office of Council 

2.2.1 Council Members within the categories in Ordinances 2.1.1(a) and 2.1.1(f) shall hold office on the Council for as long as they hold the named position. This also applies to Council Members within the category in Ordinance 2.1.1(b), provided they retain the nomination of the President and Vice-Chancellor.

2.2.2 Independent Council Members shall hold office for a term of up to three years, which may be renewed for one further term of three years (in accordance with such procedures as the Council may decide from time to time).  

In exceptional circumstances, such as the member taking on the role of an officer of the University, an Independent Council Member may be appointed by the Council for a further term of up to three years, provided the that the total length of appointment does not exceed nine years (in accordance with such procedures as the Council may decide from time to time).  

2.2.3 Senate nominated members and Staff members shall hold office for a term of up to three years, which may be renewed for up to one further term of three years (in accordance with such procedures as the Council may decide from time to time). Their term of office shall end  if they cease to be a member of Senate or a member of Staff. 

In exceptional circumstances, the Council may appoint a Staff Member for an additional term of up to three years, (in accordance with such procedures as the Council may decide from time to time), provided that the total length of the appointment does not exceed nine years.

2.3 Powers of Council

2.3.1 The Council shall exercise all the powers of the University. The powers of the University are set out in Article 4 of the Charter, with Article 16 of the Charter setting out which of these powers the Council may not delegate. 

2.3.2 The powers of the Council which may be delegated include but are not limited to the following:-

• (a) To appoint the Vice-Presidents and Deans;
• (b) Subject to Article 16 of the Charter, to appoint other officers of the University and the Staff;
• (c) To confer the title of Emeritus Professor or Fellow, Honorary Professor, Professor, Associate Professor or Lecturer;
• (d) Subject to the powers of Senate, to make Regulations for any purpose;
• (e) Subject to Article 16 of the Charter, to govern, manage and regulate the finances, accounts, investments, property, business and all affairs whatsoever of the University;
• (f) To invest any moneys belonging to the University in stocks, funds, shares or securities;
• (g) To set the level of the fees and other charges due to the University;
• (h) To sell, buy, exchange, lease and accept leases of real and personal property on behalf of the University;
• (i) To borrow money on behalf of the University and to give security upon any property of the University;
• (j) To enter into, vary, carry out and cancel contracts on behalf of the University;
• (k) To review the provision of teaching of the University;
• (l) To promote and to make provision for research, knowledge exchange and enterprise within the University;
• (m) To review, amend, refer back or disallow any act of Senate required to be reported to the Council and to give directions to Senate in respect of such matter;
• (n) To grant Honorary Degrees (and to remove such degrees) after consultation with Senate; and
• (o) To have the sole custody and use of the University’s Seal.

2.4 Retirement of and removal of Council Members

2.4.1 A person ceases to be a Council Member as soon as:

• (a) the Council considers that person not to be fit and proper to act in such capacity, by reference to the guidance issued from time to time by the Office for Students;
• (b) in the case of any Council Members appointed as a result of their position of employment with the University, their term of employment ceases;
• (c) in the case of a Senate member, they cease to be a member of Senate;
• (d) in the case of an Independent Council Member, their term of office expires and is not otherwise renewed;
• (e) a bankruptcy order is made against that person;
• (f) a composition is made with that person's creditors generally in satisfaction of that person's debts;
• (g) a registered medical practitioner who is treating that person gives a written opinion to the University stating that that person has become physically or mentally incapable of acting as a Council Member and may remain so for more than three months;
• (h) the Council Member gives notice in writing to resign from office as Council Member with effect from the date noted for such resignation;
• (i) that person is convicted of a criminal offence involving fraud or dishonesty and the Council resolves that they shall for that reason cease to be a Council Member; or
• (j) a majority of the Council Members resolve to remove that person. 

2.5 Council Procedures

2.51 Where an urgent matter requires a decision between meetings of the Council, the Chair of Council (or in their absence, the Vice-Chair) may make that decision on behalf of the Council. They shall report the decision to Council at its next meeting.

2.52 A quorum of the Council or any of its committees shall be made up of those attending in person, by telephone, by video conference or other means by which all participants may communicate at the same time with all other participants.

2.5.3 Decisions shall be made by a majority decision of the Council Members exercised by:-

• (a) a show of hands or written or oral signal;
• (b) a ballot, if requested by any Council Member having the support of a majority of members present, and which shall be taken in such manner as the Chair may direct; or
• (c) a resolution in writing passed in accordance with Article 14 of the Charter.

2.54 In the event of an equality of votes on any decision, the Chair shall have a second or casting vote.

2.55 A Council Member may propose a resolution for consideration by the Council by giving notice in writing and an accompanying written report on the resolution to the Secretary at least seven calendar days prior to a meeting of the Council. Only with the approval of the Chair may the Council consider any resolution tabled at a meeting. 

2.56 In accordance with Article 24 of the Charter, the Council may establish Standing Orders to govern its proceedings.

3. Senate

3.1 Senate shall consist of the following:-

• 3.1.1 The President and Vice-Chancellor (as Chair of Senate);
• 3.1.2 The Vice-Presidents;
• 3.1.3 The Deans of the Faculties;
• 3.1.4 Librarian (or such other title as may be determined from time to time);
• 3.1.5 Chief Digital and Information Officer (or such other title as may be determined from time to time);
• 3.1.6 Academic Registrar;
• 3.1.7 Director of Research & Innovation Services (or such other title as may be determined from time to time);
• 3.1.8 Director of the Doctoral College (or such other title as may be determined from time to time);
• 3.1.9 Senior Executive Director Students and Infrastructure and Deputy Vice-President (Operations) (or such other title as may be determined from time to time);
• 3.1.10 Chief of Staff & Chief Strategy Officer (or such other title as may be determined from time to time);
• 3.1.11Chief Executive Officer of University of Southampton Malaysia Campus (or such other title as may be determined from time to time); 
• 3.1.12 One representative of the Technical & Experimental Staff (Level 4+) to be elected by and from among their own number;
• 3.1.13 Four representatives of the Management, Specialist and Administrative Staff from Professional Services Directorates as detailed in Senate Standing Orders, to be elected by and from among their own number.
• 3.1.14 A total of 43 Academic Staff drawn from across all University Faculties to be elected by and from among their own number as set out in Senate’s Standing Orders.
• 3.1.15 Five Students as set out in Senate’s Standing Orders.

3.2 The procedures for the conduct of elections for the Senate members listed in Ordinances 3.1.13 to 3.1.15 shall be set out by Senate in its Standing Orders. Senate shall ensure that such procedures will be mindful of the importance of reflecting fair elected representation of the university community as a whole, with the strong desire to ensure equality and diversity amongst Senate membership.

3.3 Persons elected as members of Senate shall hold office for a period of three years from the 1 August immediately following their election, and shall be eligible for re-election for one further period of three years. The periods of office shall be arranged so that, as far as possible, one-third of the members retire each year.

3.4 The Powers of Senate

3.4.1 Senate has responsibility for oversight of all Academic Matters of the University. Its powers shall be set out in the Statement of Primary Responsibilities of Senate, with any amendments to such powers approved by the Council. 

3.4.2 Senate shall approve, amend or repeal Regulations relating to Academic Matters, establishing and abolishing sub-committees for this task, and other tasks, as appropriate.

3.4.3 Senate shall nominate three members of Senate to be appointed by the Council as Council Members in accordance with procedures established by the Council from time to time.

3.4.4 Senate shall appoint, suspend or remove external and other examiners as appropriate.

3.4.5 Senate shall report annually to the Council on the discharge of its responsibilities, providing assurance on Academic Matters and associated governance.

3.4.6 Senate shall also consider and advise the Council, making recommendations as required, on the following matters:-

• (a) the appointment of a President and Vice Chancellor;
• (b) the names of recipients of Honorary Degrees or other academic distinctions;
• (c) changes to the Ordinances which directly impact Academic Activities;
• (d) any issues arising in relation to academic freedom;
• (e) any matter referred to Senate by the Council; and
• (f) any other matter that Senate deems appropriate to raise with the Council within its remit.

3.5 Secretary to Senate

The Chair of Senate shall appoint a Secretary of Senate from amongst the Staff. Whoever is appointed as Secretary shall cease to be a member of Senate.

3.6 Chairing of Meetings

The President and Vice Chancellor will chair meetings of Senate. In the absence of the President and Vice Chancellor, a Vice-President shall chair the meeting. In the absence of a Vice-President, the members of Senate present at the meeting shall appoint another person to chair the meeting.

3.7 Senate Decision Making

3.7.1 Quorum and Voting:-

• (a) A quorum shall be twenty five members of Senate. 
• (b) A quorum of Senate or any of its committees shall be made up of those attending in person, by telephone, by video conference or such other means by which all participants may communicate at the same time with all other participants.
• (c) Voting shall be by majority decision of Senate exercised by:-
  • (i) a show of hands or written or oral signal; or
  • (ii) a ballot, if requested by any member of Senate with the support of a majority of members present, and which shall be taken in such manner as the Chair shall direct; or
  • (iii) a resolution in writing.
• (d) A resolution in writing may consist of several documents in the same form each signed by one or more of the members.
• (e) In the case of an equality of votes, the Chair of Senate shall have a second or casting vote.

3.8 Chair’s Action

Where an urgent matter under Senate’s control requires a decision between its meetings, this may be taken by the President and Vice-Chancellor (or in their absence, any of the Vice-Presidents) acting on behalf of Senate. Any decision made under this Ordinance shall be reported at the next meeting of Senate.

3.9 Conduct of Senate and Committees of Senate

3.9.1 Senate may appoint standing, special or advisory committees, boards and subcommittees for such purposes and with such powers as it thinks fit. The membership of any such committee, board or subcommittee may include individuals who are not members of Senate.

3.9.2 In accordance with Article 24 of the Charter and subject to this Ordinance 3, Senate may make Standing Orders to regulate its proceedings and that of its committees, boards and subcommittees.

3.9.3 The terms of reference and composition of each committee, board or subcommittee of Senate shall be reviewed at least annually by Senate.

3.9.4 The President and Vice-Chancellor shall be a member of all committees, boards and subcommittees of Senate. The President and Vice-Chancellor may delegate this position to a Vice-President.

3.9.5 Between ordinary meetings of any committee or board of Senate, the relevant chair shall have power to act on behalf of the committee or board on any matter requiring an immediate or early decision. Any decisions taken by the chair under these delegated powers shall be reported to the next meeting of the committee. 

4. Committees of council

4.1 General

4.1.1 The Council may from time to time appoint, subject to the provisions of this Ordinance 4.1, such and so many standing, special and advisory committees, boards and sub-committees of the same (“Committee”) as may seem to them fit. The membership of any Committee may include individuals who are not Council Members. Such Committees may deal with any matters delegated to them subject to subsequent report to the Council.

4.1.2 The terms of reference of each Committee shall be approved by the Council. The Council shall review the terms of reference for all Committees annually.

4.1.3 In accordance with Article 24 of the Charter, the Council may make Standing Orders for each Committee to regulate its proceedings but otherwise every Committee may regulate its own times and places of meeting.

4.1.4 The Chair of the Council and the President and Vice-Chancellor shall, unless they decline to take up the position, automatically be members of every Committee of the Council and of every advisory Committee established by the Council, with the exception that the President and Vice-Chancellor shall not be a member of the Remuneration Committee and the Chair and President and Vice-Chancellor shall not be a member of Audit Committee.

4.2 Standing Committees of Council

4.2.1 The Council shall have the following committees with such terms of reference and delegated authority as the Council may prescribe from time to time:

• (a) Nominations and Governance Committee;
• (b) Remuneration Committee;
• (c) Audit and Risk Committee;
• (d) Finance Committee;
• (e) Estates and Infrastructure Committee; 
• (f) Pensions Committee; 

4.3 Joint Committees of the Council and Senate

Joint Committees of the Council and Senate may be set up by and with the agreement of both the Council and Senate and shall have such membership as may be mutually agreed between the two bodies.

5. Officers of the university

5.1 Appointment of the Chancellor

5.1.1 The Council shall appoint and may remove a Chancellor of the University. Before appointing a Chancellor, the Council shall: 

• (a) consider a report from the Nominations and Governance Committee of Council; and
• (b) consult with Senate.

5.1.2 A Chancellor shall be appointed for a term of five years and be eligible for reappointment. Normally, the Chancellor shall not hold office for more than ten years.

5.1.3 The role of Chancellor may be appointed to and occupied by more than a single individual

5.1.4 A Chancellor may resign in writing to the Secretary of the Council. 

5.1.5 The role of Chancellor’s functions shall be decided by the Council from time to time. These functions may include:-

• (a) presiding at University graduation ceremonies and conferring degrees of the University;
• (b) attending University events, including opening ceremonies for new buildings and chairing of public lectures;
• (c) acting as a ‘public face’ of the University and promoting its work; and
• (d) assisting with fundraising.

5.2 A Chancellor shall have no power to bind the University.

5.3 Appointment of the Pro-Chancellors

5.3.1 The Council shall appoint and may remove the Pro-Chancellors of the University. Before making any appointment of a Pro-Chancellor, the Council shall:

• (a) consider a report from the Nominations and Governance Committee of Council; and
• (b) consult with Senate. 

5.3.2 The Chair of Council shall be a Pro-Chancellor for the duration of their term as Chair. The other Pro-Chancellors shall hold office for five years and shall be eligible for reappointment. Normally, the other Pro-Chancellors shall not hold office for more than ten years in total.

5.3.3 A Pro-Chancellor may resign in writing to the Secretary of the Council.

5.3.4 The Pro-Chancellors shall exercise all the functions of the Chancellor in their absence or in the event of a vacancy in the role of Chancellor. 

5.3.5 Other than the Chair of Council acting in accordance with Ordinance 3.8, the Pro-Chancellors shall have no power to bind the University.

5.4 The Chair and the Vice-Chair of Council 

5.4.1 After considering a recommendation from the Nominations and Governance Committee, the Council shall from time to time appoint and may remove a Chair and a Vice-Chair from amongst its Independent Council Members. 

5.4.2 The Chair and Vice-Chair shall each hold office for a term of three years, which may be renewed for a further term. 

5.4.3 Other than:

• (a) in exceptional circumstances (as may be considered appropriate by the Council); and 
• (b) subject to their total term of office as a Council Member not exceeding the term specified in Ordinance 2.2.2

the Chair and Vice-Chair shall not hold office for more than six years. 

5.4.4 The Chair and the Vice-Chair may resign in writing to the Secretary of the Council.

5.4.5 The Chair of Council is responsible for:

• (a) chairing the orderly conduct of meetings; and 
• (b) for such other responsibilities as may be considered appropriate by the Council from time to time. 

5.4.6 The Vice-Chair shall act as Chair in their absence or in the event of a vacancy in the role of Chair.

5.5 The Treasurer

5.5.1 After considering a recommendation from the Nominations and Governance Committee, the Council shall from time to time appoint and may remove a Treasurer from amongst its Independent Council Members. 

5.5.2 The Treasurer shall hold office for a term of three years, which may be renewed for a further term subject to their total term of office as a Council Member not exceeding the term specified in Ordinance 2.2.2.

5.5.3 The Treasurer may resign in writing to the Secretary of the Council.

5.5.4 The Treasurer shall be responsible for maintaining an overview of the University's finances. This responsibility includes:

• (a) acting as Chair of the Finance Committee (and any Sub Committee of the Finance Committee);
• (b) presenting to the Council for approval:
  • (i) the accounts, 
  • (ii) the annual estimates; and
  • (iii) other recommendations of the Finance Committee

with the support as appropriate from the Executive Director of Finance; 

• (c) authorising expenditure within delegated authority granted by the Council; 
• (d) acting as an ambassador for the University and promoting its activities to the wider community;
• (e) engaging with the wider higher education sector, on behalf of the Chair or Vice-Chair as required;
• (f) being a member of Remuneration Committee and Nominations and Governance Committee; and
• (g) attending and observing meetings of the Audit and Risk Committee. 

5.6 The President and Vice-Chancellor

5.6.1 After considering a report from a joint Committee of the Council and Senate, the President and Vice-Chancellor shall be appointed by the Council for such term of office as it may determine.

5.6.2 The Remuneration Committee shall determine the terms and conditions under which the President and Vice-Chancellor shall hold office.

5.6.3 In line with the conditions of their appointment, the President and Vice-Chancellor may resign in writing to the Secretary of the Council.

5.7 The Vice-Presidents

5.7.1 The President and Vice-Chancellor shall have the authority to:

• (a) appoint; and
• (b) re-appoint any Vice-Presidents of the University

5.7.2 Other than in respect of remuneration, the President and Vice-Chancellor shall determine the terms and conditions of appointment of the Vice-President(s).

5.7.3 After considering a recommendation from the President and Vice-Chancellor, the remuneration of the Vice-President(s) shall be determined from time to time by the Remuneration Committee.

5.7.4 The President and Vice-Chancellor shall determine the duties of the Vice-President(s) from time to time.

5.7.5 In accordance with the Charter, during any absence of the President and Vice-Chancellor or a vacancy in that office, the Council may authorise one of the Vice-Presidents to act on behalf of the President and Vice-Chancellor.

5.8 The Deans of the Faculties

5.8.1 After seeking the advice of the relevant Faculty, the President and Vice-Chancellor shall have the authority to:

• (a) appoint; and
• (b) re-appoint

the Deans of each Faculty. Any such appointment or re-appointment shall be reported to the Council at its next meeting.

5.8.2 Other than in respect of remuneration, the President and Vice-Chancellor shall determine the terms and conditions of appointment of the Deans .

5.8.3 After considering a recommendation from the President and Vice-Chancellor, the remuneration of the Deans shall be determined from time to time by the Remuneration Committee.

5.8.4 The President and Vice-Chancellor shall determine the duties of the Deans from time to time.

5.9 Other Officers of the University

5.9.1 The Council may from time to time appoint such other Officers of the University as may be required. The duties and terms of these appointments shall be determined by the Council. 

6. Academic organisation and faculties

6.1 The Faculties

6.1.1 The number and titles of the Faculties in the University shall be decided from time to time by the Council after taking the views of Senate.

6.1.2 The Dean of each Faculty is responsible to Senate and the Council through the President and Vice-Chancellor for the leadership and management of the Faculty.

6.1.3 The Faculties within the University shall be the :-

• Faculty of Arts and Humanities
• Faculty of Engineering and Physical Sciences
• Faculty of Environmental and Life Sciences
• Faculty of Medicine
• Faculty of Social Sciences

6.1.4 Within a Faculty, the Council may create or dissolve Schools or equivalent bodies following consideration by Senate.

6.2 Faculty of Arts and Humanities

The Faculty of Arts and Humanities will comprise the following:-

• Winchester School of Art
• School of Humanities, comprising:- 
  • Archaeology
  • English
  • Film
  • History
  • Languages, Cultures and Linguistics
  • Music
  • Philosophy
  • Academic Centre for International Studies.

6.3 Faculty of Engineering & Physical Sciences

The Faculty of Engineering and Physical Sciences will comprise the following:-

• School of Engineering, comprising:-
  •  Aeronautical and Astronautical Engineering;
  •  Civil, Maritime and Environmental Engineering;
  •  Mechanical Engineering;
  •  Institute of Sound and Vibration Research;
• School of Electronics and Computer Science
• School of Chemistry
• School of Physics and Astronomy
• Optoelectronics Research Centre

6.4 Faculty of Environmental and Life Sciences

The Faculty of Environmental and Life Sciences will comprise the following:-

• School of Biological Sciences
• School of Geography and Environmental Science
• School of Health Sciences
• School of Ocean & Earth Science
• School of Psychology

6.5 Faculty of Medicine

The Faculty of Medicine will comprise the following:-

• School of Cancer Sciences
• School of Clinical and Experimental Sciences
• School of Human Development and Health
• School of Primary Care, Population Sciences and Medical Education
• School of Healthcare Enterprise and Innovation

6.6 Faculty of Social Sciences

The Faculty of Social Sciences will comprise the following:-

• School of Economic, Social and Political Sciences, comprising:-
• Economics
• Politics and International Relations
• Social Statistics and Demography
• Sociology, Social Policy and Criminology
• Gerontology
• School of Education (known as Southampton Education School)
• School of Business (known as Southampton Business School), comprising:-
  • Accounting
  • Banking and Finance
  • Strategy, Innovation and Enterprise
  • HR Management and Organisational Behaviour
  • Digital and Data Driven Marketing
  • Decision Analytics and Risk
• School of Law (known as Southampton Law School)
• School of Mathematical Sciences

6.7 The Powers of the Faculties

Each Faculty shall have the following powers which shall be exercised through the Dean or such boards, committees or advisory groups as may be established by the Dean:-

6.7.1 To regulate subject to review by Senate the teaching, study and examining of the subjects assigned to the Faculty.

6.7.2 To keep under review the welfare and academic progress of the Students associated with the Faculty.

6.7.3 To recommend to Senate the Examiners for appointment.

6.7.4 To report to Senate on Regulations dealing with programmes of study for the Degrees and other distinctions for which the Faculty is responsible.

6.7.5 To make recommendations for the Award of Degrees (other than Honorary Degrees) Diplomas Certificates Fellowships Studentships Scholarships and Prizes within the Faculty.

6.7.6 To consider and advise the Dean of the Faculty with regard to the management, planning and development of the Faculty and with regard to the resources made available to it.

6.7.7 To consider any matters relating to the Faculty or referred to the Faculty and to report its views to the appropriate Body within the University.

6.8 University Research Institutes

6.8.1 The number and titles of the University Research Institutes shall be decided from time to time by the Council following consideration by Senate. The current Institutes of the University are:

• (a) Southampton Marine and Maritime Institute (SMMI);
• (b) Web Science Institute;
• (c) The Institute for Life Sciences; and
• (d) Sustainability and Resilience Institute

6.8.2 The Director of each University Research Institute is responsible to Senate and the Council through such reporting lines as may be determined by the President and Vice-Chancellor from time to time.

6.8.3 Senate may authorise University Research Institutes to act in a capacity analogous to that of the Faculty with regard to the enrolment and supervision of Students.

7. The execution of documents by the University

7.1  The University shall execute documents as deeds, by affixing the Common Seal of the University in accordance with this Ordinance 7. All other documents which are to be executed ‘under hand’ (and not as a deed) shall be signed on behalf of the University in accordance with Ordinance 7.8.

7.2 The approval of the Council or persons or body of persons authorised by the Council generally or in respect of a particular transaction, is required before a deed is executed by the University. 

7.3 Subject to having regard to legal advice and, where relevant, financial advice, the persons, or bodies authorised by the Council generally to approve deeds under Ordinance 7.2 are as follows:

• 7.3.1 A Committee of Council where the subject-matter of the deed is related to a matter delegated to that Committee pursuant to Ordinance 4.1.1; 
• 7.3.2 The Chair or Vice-Chair of Council;
• 7.3.3 The Treasurer;
• 7.3.4 The President and Vice-Chancellor;
• 7.3.5 A Vice-President; or
• 7.3.6 The Executive Director (Estates and Facilities) in respect of transactions involving real property. 

7.4 A document approved for execution as a deed in accordance with this Ordinance, must:

• 7.4.1 make it clear on its face that it is intended to be a deed; and
• 7.4.2 have the Common Seal affixed. 

7.5 The Common Seal shall be affixed to the document in the presence of the following persons: 

• 7.5.1 one member of the Council and either the Vice-President (Operations) or Deputy Vice-President (Operations); or
• 7.5.2 by two Council Members 

under the following form of words

“Executed as a deed by affixing the common seal of University of Southampton in the presence of:

Signature of Council Member: ___________________

Signature of [Council Member/ Vice-President (Operations)or Deputy Vice-President (Operations)]

7.6 By signing, the signatories under Ordinance 7.4, confirm:

• 7.6.1 the authenticity of the Common Seal;
• 7.6.2  that they have seen the approval of the Council (or of the persons or bodies authorised pursuant to Ordinance 7.2) to execute the deed; and
• 7.6.3 that the Common Seal was affixed in their presence. 

7.7 The Common Seal of the University shall remain in the custody of the Vice-President (Operations) or such other person as the Council may direct. The Vice-President (Operations) or that other person shall maintain a register of the documents to which the Common Seal is affixed.

7.8 Contracts made by or on behalf of the University (other than by deed), shall be validly made and binding on the University if made in writing, signed by any person (including by way of electronic signature) acting under the express authority of the Council (as specified in the University’s regulations, policies, standing orders, or in a schedule of delegation). Such contracts may be varied or discharged under the same authority. 

8. Employment of staff at level 4 and above

8.1 This Ordinance 8 shall only apply to Staff employed at Level 4 and above. 

8.2 The University shall ensure that it has in place appropriate procedures governing the employment of Staff.  These shall include but are not limited to procedures relating to:-

• 8.2.1 probation;
• 8.2.2 managing performance;
• 8.2.3 managing sickness absence and ill health;
• 8.2.4 grievance;
• 8.2.5 disciplinary; 
• 8.2.6 redundancy; 
• 8.2.7 dismissal on other grounds; and 
• 8.2.8 appeals 

and such other procedures which from time to time may be appropriate (together the “Procedures”). 

8.3 When following these Procedures the University shall apply and uphold: 

• 8.3.1 the Overarching Principles; and
• 8.3.2 Article 25 of the Charter when Staff are engaged in Academic Activities.

8.4 Any changes to the Procedures and / or Overarching Principles will be subject to, and will come into effect following, consultation or negotiation with the Trade Unions as appropriate.

8.5 Nothing in the Procedures or this Ordinance 8 is intended to affect any preserved legal rights of any Academic Staff under s204(3) to (6) of the Education Reform Act 1988.

8.6 The University shall ensure that a comprehensive report is submitted to the Council for oversight, no less frequently than yearly, on the number of dismissals sanctioned under each of the Procedures listed above at Ordinance 8.2.  The Council shall recommend any action on the reports received, as it deems appropriate.

9. The union of students

9.1 There shall be a Union of Students to be known as the University of Southampton Students' Union (“the Union”).

9.2 The Union shall be independent of the University but shall be subject to scrutiny by the University as prescribed by the Education Act 1994.

10. Members of the university, friends and alumni

10.1 The following persons shall be members of the University:

• 10.1.1 The Council Members.
• 10.1.2 Members of the Staff of the University after one year of continuing service.
• 10.1.3 The Emeritus Professors and Fellows.
• 10.1.4 The Graduates of the University and those holding Diplomas awarded by the University.
• 10.1.5 The Students.

10.2 Subject to Ordinance 10.3, membership of the University shall continue so long as one at least of the qualifications set out in Ordinance 10.1 shall continue to apply to that individual.

10.3  The Council, on the recommendation of Senate, shall have power to remove membership from an individual falling within Ordinance 10.1.3 or 10.1.4. 

10.4 The Council, on the recommendation of Senate, shall have power to declare other persons as members of the University and subsequently to remove their membership.

10.5 There shall be an organisation of members, officers, Staff and friends of the University, the constitution and functions of which shall be prescribed by the Council from time to time.

10.6 The aims of the organisation shall be:-

• 10.6.1 To provide a link between past and present members and friends of the University, and a channel by which such links can be expanded.
• 10.6.2 To assist in the development and promotion of the University.
• 10.6.3 To provide information about the University to assist members in acting as 'ambassadors' for the University.
• 10.6.4 To establish and support such other branches, groups or other bodies with compatible aims as shall be deemed appropriate.

11. Awards and honorary awards

11.1 The Award of Degrees, Diplomas, Certificates and Other Distinctions

11.1.1 Other than in respect of Honorary Degrees, the following shall be awarded by the President and Vice-Chancellor on behalf of the University:-

• (a) Degrees;
• (b) Diplomas;
• (c) Certificates;
• (d) Fellowships;
• (e) Scholarships;
• (f) Prizes; and
• (g) Other distinctions of the University.

The awards shall be made following the approval of Senate on the recommendation of the Faculty concerned.

11.1.2 Senate may approve the award of any degree of the University to any person who has been admitted to the same or an equivalent degree of another University. This is made on the recommendation of the Faculty concerned (or other authorised body under an approved validation or affiliation arrangement),

11.1.3 A Student, may be awarded an aegrotat degree, diploma or certificate (being an award without honours or classification) provided that the Student:

• (a) is prevented by illness or other justified reason from completing part of a required examination (leading to a degree, diploma or certificate);
• (b) has completed the whole or a substantial part of their programme of study;
• (c) recommended for an award by the Faculty concerned (or other authorised body under an approved validation or affiliation arrangement);
• (d) has presented a thesis or dissertation where this is required; and
• (e) satisfies such other conditions as Senate or the examiners consider appropriate.

11.1.4 A Student shall not be awarded a degree, diploma or certificate unless they have paid the academic fees due to the University.

11.1.5 The University may, upon the recommendation of Senate, for good reason, withdraw and cancel any degree, diploma, certificate or other distinction which it has awarded previously. 

11.2 Honorary Degrees

11.2.1 Any degree of the University may be awarded as an Honorary Degree following:

• (a) receipt by the President and Vice-Chancellor of advice from an advisory group established for such purpose;
• (b) consultation by the President and Vice-Chancellor with Senate;
• (c) consideration by the President and Vice-Chancellor of the advice;
• (d) a recommendation by the President and Vice-Chancellor to the Council; and
• (e) the approval of the Council.

11.2.2 The University requires the lettering ‘Hon’ before the post nominal, for example an Honorary Doctorate of Science would be represented as ‘Hon DSc’.

11.2.3 Recipients of Honorary Degrees may style their written name using the title ‘Doctor’. With the University community the recipient may be addressed as Doctor. Outside the University, the recipient is not entitled to be addressed as such.

11.2.4 Recipients of Honorary Degrees shall be presented at a graduation ceremony of the University by a person appointed for the purpose by the President and Vice-Chancellor.

11.2.5 The Council may revoke an Honorary Degree where it would, in its opinion, be reasonable to do so. The Council shall take into account the view of Senate before reaching such a decision.

11.3 Graduation ceremonies and the conferment of Degrees

11.3.1 The University shall hold at least one graduation ceremony a year, at such time and place as may be decided by Senate. Degrees shall be presented at a graduation ceremony by the Chancellor or by one of:

• (a) the Pro-Chancellors;
• (b) the President and Vice-Chancellor;
• (c) a Vice-President; or
• (d) an Associate Vice-President.

11.3.2 Except in the case of candidates for Honorary Degrees, candidates:

• (a) studying at the University shall be presented for their awards at the graduation ceremony by the Dean of the Faculty (or Director of University Research Institute or Head of School) concerned or their nominee;
• (b) studying in any validated or affiliated institutions shall be presented at the graduation ceremony by a person appointed to do so by the President and Vice-Chancellor.