The Charter

ELIZABETH THE SECOND by the Grace of God of Great Britain, Ireland and the British Dominions beyond the Seas Queen, Defender of the Faith, To all whom these Presents shall come, Greeting:

WHEREAS a Humble Petition has been presented to Us by the Hartley University College at Southampton praying Us to constitute and found a University within the Town and County of Southampton for the Advancement of Knowledge the Diffusion and Extension of Arts Sciences and Learning the Provision of Liberal Professional and Technological Education and the furtherance of the objects for which The Hartley University College was incorporated under a Scheme and by Order of the Board of Education dated the twentieth day of November 1902 and to grant a Charter with such provisions in that behalf as shall seem to Us right and suitable:

AND WHEREAS We have taken the said Petition into Our Royal Consideration and are minded to accede thereto:

NOW THEREFORE KNOW YE that We by virtue of Our Royal Prerogative and of Our Special Grace Certain Knowledge and Mere Motion by these Presents for Us Our Heirs and Successors will and ordain as follows:

1. There is hereby founded a University by the name of 'The University of Southampton' with such Faculties, Schools and other academic groups as may be constituted from time to time by the Ordinances of the University and from henceforth for ever shall be one body politic and corporate with perpetual succession and a Common Seal by the name of 'The University of Southampton' with full power and capacity by and in such name to sue and be sued and to take and hold land to assume armorial bearings which shall be duly enrolled in Our College of Arms and to do all other lawful acts whatsoever.

2. We Our Heirs and Successors Kings and Queens of the Kingdom and Dominions aforesaid shall be and remain the Visitor and Visitors of the University of Southampton through the President of Our Council for the time being.

3. The University shall be a teaching and an examining body and which shall further the prosecution of research.

4. Subject to this Our Charter and to the Ordinances the University shall, without limitation, have the following powers:

a) To award and confer under conditions laid down in its Ordinances Degrees and other academic distinctions to and on persons who shall have pursued an approved course of study in the University and shall have passed the examinations or other tests prescribed by the University.

b) To award Degrees and other academic distinctions jointly with other higher education institutions having the power to grant such qualifications, to persons who shall have passed the examinations or other tests prescribed by the University and the other parties to the joint awards.

c) To admit graduates of other Universities to Degrees of equal or similar rank in the University.

d) To confer Degrees of the University on any persons who hold office in the University as Professors, Associate Professors, Readers, Senior Lecturers, Lecturers or otherwise or who shall have carried on research therein under conditions laid down in its Ordinances.

e) To grant Diplomas Certificates or other distinctions to persons who have pursued a programme of study approved by the University under conditions laid down by the University.

f) To confer Honorary Degrees and other distinctions on approved persons provided that all Degrees and other distinctions so conferred shall be conferred and held subject to any provisions which are or may be made in reference thereto by the Ordinances or Regulations of the University.

g) On what the University shall deem to be good cause to deprive persons of any Degrees Diplomas Certificates or distinctions granted to or conferred upon them by the University.

h) To provide instruction in such branches of learning as the University may think fit and to make provision for research and for the advancement and dissemination of knowledge whether through Faculties, Schools or other academic groups as the University may determine.

i) To provide such lectures and instruction for persons not members of the University as the University may determine and grant Certificates to such persons.

j) To accept the examinations and periods of study passed by students of the University at other Universities or places of learning as equivalent to such examinations and periods of study in the University as the University may determine and to withdraw such acceptance at any time.

k) To affiliate other institutions or branches or departments thereof or to recognise selected members of the staff thereof as teachers of the University or to admit the members thereof to any of the privileges of the University and to accept attendance at programmes of study in such institutions or branches or departments thereof in place of such part of the attendance at programmes of study in the University and upon such terms and conditions and subject to such regulations as may from time to time be determined by the University.

l) To examine and inspect schools and other educational institutions and to co-operate by means of Joint Boards or otherwise with other University authorities for the conduct of examinations for the examination and inspection of schools and other academic institutions and for such other purposes as the University may from time to time determine.

m) To enter into any agreement for the incorporation in the University of any other institution and for taking over its rights property and liabilities and for any other purpose not repugnant to this our Charter.

n) To institute Professorships, Associate Professorships, Readerships, Senior Lectureships, Lectureships and any other offices required by the University and to appoint to such offices.

o) To institute and award Fellowships, Studentships, Scholarships, Exhibitions, Bursaries and Prizes.

p) To establish and maintain and to administer and govern institutions for the residence of the students of the University whether Colleges, Halls, Hostels or Houses and to licence and supervise such institutions and other places of residence whether maintained by the University or not.

q) To make provision for research and advisory services and with these objects to enter into such arrangements with other institutions or with public bodies as may be thought desirable.

r) To undertake and organise research, consultancy services and other activities using the expertise and facilities of the University with a view to generating revenue to be used to support and further the objects of the University.

s) To provide for the printing and publication of research and other works which may be issued by the University.

t) To acquire, own, maintain, manage, develop, adopt and dispose of real and personal property.

u) To invest.

v) To give guarantees.

w) To borrow and raise money and give security for loans, and for those purposes the University shall have the authority to enter into any financial instrument which is ancillary or incidential to the exercise of such powers.

x) To determine, levy, demand and receive fees, subscriptions and deposits, and to make investments and to borrow money on such terms as the University may think fit.

y) To solicit, receive and administer grants, subscriptions, donations, endowments, legacies, gifts and loans of any property whatsoever real or personal whether subject to any special trust or not.

z) To establish and abolish posts, make and terminate appointments, and to remunerate the holders thereof.
aa) To do all such other acts and things, whether incidental to the powers aforesaid or not, as may be requisite in order to further the objects of the University as a place of education, learning and research.

5. There shall be a Chancellor of the University who shall be the ceremonial head of the University.

6. There shall be Pro Chancellors of the University, who shall subject to the Ordinances exercise all the functions of the Chancellor in the absence of the Chancellor or during a vacancy in the office of Chancellor.

7. There shall be a President and Vice-Chancellor of the University who shall be the principal academic and administrative officer of the University and who shall ex officio take the chair at meetings of the Senate. The President and Vice-Chancellor shall be appointed by the Council in accordance with the Ordinances.

8. There shall be Vice-Presidents and Associate Vice-Presidents of the University. During a vacancy in the office of the President and Vice-Chancellor or in the event of their incapacity, the Council may appoint a Vice-President as Acting President and Vice-Chancellor for such period and on such conditions as the Council may determine.

9. There shall be a Council of the University which shall be the governing body of the University and shall have the custody and use of the Common Seal, the management and administration of the revenue and property of the University and the conduct of all the affairs of the University. The Council shall exercise all of the University’s powers and shall, without limitation, have such powers as prescribed by Ordinance.

10. The Council shall comprise such independent members (being neither members of staff nor students of the University) (“Independent Members”) and such members of staff and students for such terms of office as it may prescribe from time to time by Ordinance, provided always that there shall be a majority of independent members, of which at least one shall be a graduate of the University.

11. There shall be a Chair and a Vice-Chair of the Council and a Treasurer and such other officers of the University as the Council may appoint from time to time from amongst its Independent Members.

12. The quorum for Council shall be one third of the Members plus one, provided that the Independent Members are in the majority.

13. A meeting of the Council may be held either in person or by suitable electronic or virtual means in which all participants may simultaneously communicate with all other participants or a hybrid of the two. Participants shall be considered to be present at the meeting by attending in person, telephonically, electronically or virtually.

14. A resolution approved in writing or by email by a simple majority of the Members of Council or, in the case of a Special Resolution, by three-fourths of the Members of Council shall be as valid as a resolution passed at a meeting. For this purpose the resolution may be approved in or by more than one document or email and will be treated as passed on the date the requisite majority is received.

15. Subject to the provisions of this Our Charter, the Council may delegate such of its functions, powers and duties to such bodies or individuals as it may think fit. In accordance with the Ordinances, the Council may appoint standing and temporary committees which shall have the power to establish sub-committees unless the Council has provided to the contrary.

16. The Council may not delegate its powers to:

a) Amend the Charter and Ordinances;

b) Approve the University’s mission and strategic plan;

c) Approve the University’s annual financial forecasts;

d) Approve the University’s annual budget;

e) Approve the University’s annual financial statements and accounts;

f) Approve the University’s bankers and internal and external auditors;

g) Appoint and remove the Pro Chancellors, the Chair and Vice-Chair of Council, the Treasurer, members in the appropriate classes of membership of Council and the President and Vice-Chancellor.

17. The University shall have external Auditors who shall be appointed by the Council. The Auditors shall be members of a relevant professional body and in the active practice of their profession. No Auditor shall be a member of the Council or staff of the University.

18. There shall be a Senate of the University which shall subject to the Ordinances of the University and the control and approval of the Council regulate and superintend the education and discipline of students and of undergraduates of the University.

19. There shall be a Union of Students of the University which shall conduct and manage its own affairs and funds in accordance with a constitution approved by the Council.

20. The Council may by Special Resolution revoke, amend or add to any of the provisions of this Our Charter, provided that no revocation, amendment or addition in relation to academic matters shall be made before the Senate has been consulted, and such revocation, amendment or addition shall when allowed by Us, Our Heirs or Successors in Council become effectual so that this Our Charter shall thenceforward continue and operate as so revoked, amended or added to. This provision shall apply to this Our Charter as revoked, amended or added to in manner aforesaid.

21. A 'Special Resolution' means:-

a) a resolution passed at a meeting of the Council, provided that the notice of the meeting shall be given to each Member of the Council not less than fourteen days before the meeting, and that the resolution be passed at the meeting by a majority of not less than three-fourths of the Members present and voting;

b) a written resolution approved in accordance with Article 14.

22. The Council, on the recommendation of or after consultation with the Senate on academic matters, may make Ordinances which may add to, amend or repeal the Ordinances from time to time in force. Such Ordinances, or such addition, amendment or repeal, shall only have effect if passed by a majority of not less than two-thirds of those present and voting at the meeting of the Council or passed by a written resolution approved in accordance with Article 14 except with a majority of not less than two-thirds of the Members of Council.

23. The Ordinances of the University shall prescribe or regulate as the case may be:

a) The composition and the proceedings of the Council.

b) The constitution, powers and duties of the Senate and all other matters relative to the Senate which it may consider are proper to be so prescribed and regulated.

c) The constitution, powers and duties of the Boards of the Faculties, Schools or other such academic groups as may be constituted from time to time and all other matters relative to the Faculties, Schools or other such academic groups which it may be thought proper to be so prescribed and regulated.

d) Such other matters as the Council may deem fit with respect to or for the governance of the University.

24. The Council, the Senate and the Boards of the Faculties, Schools or other such academic groups as may be constituted from time to time respectively may from time to time make Standing Orders for governing subject to these Presents and the Ordinances the proceedings of those bodies. The power to make Standing Orders shall include the power to add to, amend, alter or repeal any such Standing Orders.

25. The Council shall have regard to the need to ensure that employees engaged in teaching or research, or in undertaking other academic activity, shall have freedom within the law to question and test received wisdom and to put forward new ideas and controversial or unpopular opinions, without placing themselves in jeopardy of losing their jobs or any privileges which they may have at the University.

26. The University promotes equal opportunities and no discrimination that is prohibited by any legislation that is from time to time in force shall be shown against any person.

27. In this Our Charter

'Ordinances' means Ordinances made by Council pursuant to this Our Charter.

'Regulations' except when otherwise required by the context means Regulations made pursuant to this Our Charter or to the Ordinances.

28. Our Royal Will and pleasure is that these Presents shall ever be construed benevolently and in every case most favourably to the University of Southampton and the promotion of the objects of this Our Charter.