South West Nuclear Hub Membership Terms - February 2021
This Agreement sets out the terms of membership of the South West Nuclear Hub (the Hub). The Hub is a programme run and led by the University of Bristol (the UoB or Hosting Organisation). The Hub’s organisational structure and governance is set out in Schedule 3. Every organisation wishing to become a member of the Hub must agree to be bound by the membership terms set out in this Agreement by signing and returning the Application Form to the Hosting Organisation. The Hosting Organisation shall consider and approve the application from a prospective member in accordance with Clause 2.2 of this Agreement before any prospective organisation is admitted as a member.
Membership of the Hub will be offered to educational institutions, industrial organisations, suppliers, consultants and government organisations that have an interest in the nuclear sector on the terms set out in this Agreement.
1.1 The interpretation and definitions used in this Agreement are set out in Schedule 1
|Membership Category||Membership Benefits|
|Academic||· Subject to Clause 2.3.3 below dedicated Hub support team (including Industry Engagement Manager, Strategic Engagement Administrator and Hub Co-Ordinator
· Representation on Hub Membership Board quarterly meetings
· Input to Hub Strategy
· Ability to propose joint activities and events with the Hub partners linked to the Hub’s Strategy e.g meetings or workshops
|Applied Research||· Subject to Clause 2.3.3 below dedicated Hub Support Team (including Industry Engagement Manager, Strategic Engagement Administrator and Hub Co-Ordinator
· Representation on Hub Membership Board quarterly meetings
· Input to Hub strategy
· Ability to propose joint activities and events with the Hub partners linked to the Hub’s strategy e.g meetings or workshops
|Innovation Network||No Specific entitlements
|Associate||No Specific entitlements
2.1.2 Other classes of membership may be created from time to time with the approval of the Executive Board.
2.2 New members
2.2.1 New Members shall be subject to the approval of the Operational Board.
2.2.2 Following approval of its application for membership, a new Member must agree in writing to be bound by the terms set out in this Agreement.
2.3 Member's obligations
2.3.1 Each Member shall pay the Membership Fee applicable to its category of membership in accordance with clause 3 below, and as detailed in Schedule 2
2.3.2 Each of the Members shall:
(a) comply with these terms of membership as set out in this Agreement, as amended from time to time; and
(b) not act in a way that damages the reputation of the Hub.
2.3.3 The Hub’s ability to meet Members' requests depend on the demand for such access at any given time. Members are required therefore to give advance notice of their anticipated requirements. In order to assist the Hub in planning its resources, each Member may be asked to provide the Hub with forecasts of its requirements.
2.3.4 Each Member shall, in participating in the activities of the Hub and in exercising its rights of membership:
(a) comply with all Law, including English competition and State Aid laws, and shall be responsible for the costs of such compliance;
(b) not knowingly do anything which would directly cause the Hosting Organisation, to infringe any Law, including English competition and State Aid laws.
2.4 Changes to the Membership Fee and resignation
2.4.1 The Membership fee structure as outlined in Schedule 2, shall be fixed for the first three years. Membership Fees may be increased after this period by such amount as may be approved by the Executive Board.
2.4.2 The Membership Board has the right from time to time to propose to the Executive Board other changes to the Membership Fees or membership benefits, setting out the
reasons for the request in writing. The Executive Board shall have the right in its sole discretion to approve such proposed changes.
3 PAYMENT OF MEMBERSHIP FEES
3.1 Membership fees will be payable in accordance with the specific membership category and option as outlined in Schedule 2
3.2 All undisputed Membership Fees shall be payable in pounds sterling within 60 days of receipt of an invoice from the Hosting Organisation to a bank account nominated in writing by the Hosting Organisation.
3.3 If the Member fails to make any undisputed payment due to the Hosting Organisation under the Membership Agreement by the due date for payment, then, without limiting the Hosting Organisations remedies under this Clause 3:
3.3.1 the Member shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc.’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The User shall pay the interest together with the overdue amount.
3.3.2 the Hosting Organisation may suspend all access to the Hub until payment has been made in full.
3.4 All amounts due under this agreement shall be paid by the Member to the Hosting Organisation in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
3.5 Membership Fees are non-refundable, save in the circumstances described in clause 8.2 of this Agreement. Members may also engage the Hosting Organisation to undertake additional work or to provide other facilities, whether in collaboration with other Members or third parties or for that Member alone. The terms of such work/facilities shall be subject to separate written agreements and related fees between the applicable parties as agreed from time to time.
3.6 All amounts payable under this Agreement are exclusive of VAT. Where an amount payable amounts to consideration for a taxable or deemed taxable supply, the recipient of the supply shall, on receipt of an appropriate VAT invoice pay the supplying Member the amount of VAT properly chargeable.
4.1 The organisational and management structure of the Hub will be comprised of three boards consisting of the:
4.1.1 Executive Board;
4.1.2 Membership Board;
4.1.3 Operational Board.
4.2 The terms of reference and constitution for each of the boards are set out in Schedule 3.
5 INTELLECTUAL PROPERTY AND USE OF HOSTING ORGANISATION NAME AND LOGO
5.1 Nothing in this Agreement shall affect the ownership of any Intellectual Property belonging to any Member or the Hosting Organisation. Such Intellectual Property will remain the property of the Member or Hosting Organisation and no licence to use any Member’s or the Hosting Organisation’s Intellectual Property is granted or implied by membership of the Hub.
5.2 Members shall not use the Hosting Organisation’s or the Hub’s or any Member’s name or logo in any publicity or promotional materials (and whether in printed form, in websites or other digital content) without the prior written consent of the Hosting Organisation or such other Member. Where consent is given, the Member shall comply with Hosting Organisation’s visual identity guidelines. Details can be found at www.bristol.ac.uk/style-guides/visual-identity.
6.1 Each Member undertakes in respect of Confidential Information received from a Disclosing Party:
6.1.1 to keep all such Confidential Information secret and confidential and not to disclose the same to any person or use any such Confidential Information (including without limit, for any patent application) without the prior written consent of the Disclosing Party;
6.1.2 to ensure that access to all such Confidential Information is appropriately restricted and that all documents, materials and things containing or embodying such Confidential Information are at all times adequately maintained and safeguarded in a secure environment;
6.1.3 to inform the Disclosing Party immediately upon becoming aware of or reasonably suspecting any fact or circumstance that would, if confirmed, constitute or give rise to a breach of the obligations set out in this Clause 6;
6.1.4 not to use, copy, record, publish or distribute any such Confidential Information in whole or in part, except as necessary for a pre-agreed purpose with relation to a specific activity; and
6.1.5 to comply with the written instructions of the Disclosing Party with respect to the return or destruction of such Confidential Information.
6.2 The obligation of confidentiality will not apply to Confidential Information which:
6.2.1 is in the public domain at the time of disclosure through no fault of the Receiving Party;
6.2.2 prior to its disclosure can be shown to have been independently developed by the Receiving Party;
6.2.3 is lawfully communicated to the Receiving Party by a third party entitled to do the same: or
6.2.4 is required to be disclosed by the Receiving Party by any applicable Law, regulation or court order, provided that the Receiving Party shall (to the extent permitted), as soon as reasonably practicable after becoming aware of such required disclosure, notify and consult with the Disclosing Party the full circumstances, timing, content and manner of such required disclosure.
6.3 Each Member acknowledges and agrees that except as provided for in this Agreement, it will not acquire by implication or otherwise any right in or title to or licence in respect of any other Member’s Confidential Information.
7 DURATION AND TERMINATION
7.1 Commencement and term
7.1.1 The term of membership shall commence on the date of receipt of a signed Membership Application Form with a valid Purchase Order number. Membership is for a term of 12 months from that date and shall automatically renew each year unless terminated by the Member on or before the end of the eleventh month, i.e. with at least one month’s notice. For clarity if the Membership term commenced on 1 January 2021 and the Member purported to terminate after 30 November 2021 then membership would continue automatically until 31 December 2022.
7.2 Termination by the Executive Board - member-specific
7.2.1 The Executive Board, or Hosting Organisation, may immediately terminate the membership of a Member on giving written notice in any of the following circumstances if that Member:
(a) fails to make any payment due under this Agreement or is in material breach of the terms of this Agreement. If the breach is irremediable or, if remediable, is not remedied by that Member within the period stated in the notice (being no less than thirty (30) days); or
(b) ceases to do business, becomes unable to pay its debts as they fall due, becomes or is deemed insolvent, has a receiver, liquidator, manager, administrator, administrative receiver or similar officer appointed in respect of the whole or any part of its assets or business; or
(c) commits a material breach of clause 6 in relation to any Confidential Information;
(d) does anything that in the reasonable opinion of the Executive Board might ring the good name and reputation of the Hosting Organisation or the Hub into disrepute.
7.3 Other rights of termination by the Executive Boards
7.3.1 If in the opinion of the Executive Board the Hub is no longer commercially viable, or if there is a change in strategic policy within the Hosting Organisation such that it no longer wishes to operate the Hub, the Executive Board may terminate the membership of all the Members. The Board will endeavour to give as much notice as possible (and in any event at least 3 months) of its intention to cease operating the Hub and membership shall terminate on the end date set out in the notice.
7.3.2 In the event that the Hosting Organisation no longer wishes to operate the Hub, Academic and Applied Research members will be given the opportunity to take over as host of the Hub.
8 CONSEQUENCES OF TERMINATION
8.1 Termination of membership in accordance with clause 7 will be without prejudice to the rights of the Hosting Organisation or the Members accrued rights as at the date of termination and shall not affect or prejudice any terms set out in this Agreement that are expressly or by implication provided to come into effect on or after, or continue in effect after, such termination.
8.2 If membership is terminated by the Executive Board under clause7.3, each Member shall be entitled to repayment of a proportion of the annual Membership Fee paid (see Schedule 2). The proportion of repayment to which the Members are entitled shall be based on the number of months unexpired between the date of termination and the date their membership would otherwise have ended or been renewed.
9.1 Nothing in this Agreement will exclude or limit or be deemed to exclude or limit the Hosting Organisation’s liability for death or personal injury caused by its negligence or for any other liability that cannot be excluded or limited by Law.
9.2 The Hosting Organisation and the Members acknowledge that in respect of an actual or threatened breach of Clause 6 (confidentiality) of this Agreement, damages alone would not be an adequate remedy and the Member who is the victim of the breach shall be entitled to the granting of equitable relief (including but not limited to injunctive relief).
9.3 Subject to clause 9.1and 9.2, the liability of the Hosting Organisation to any Member for any breach, tort (including negligence), breach of statutory duty or otherwise arising out of or in connection with the Hub will not extend to any of the following categories:
9.3.1 loss of contracts or business opportunity;
9.3.2 loss of anticipated savings;
9.3.3 loss of profit (whether actual or anticipated);
9.3.4 loss of or corruption to data;
9.3.5 economic loss;
9.3.6 loss of interest or revenue;
9.3.7 damage to goodwill;
9.3.8 indirect, consequential or special loss or damage of any nature.
Even if the Member bringing an action, claim, dispute or proceedings has advised the Hosting Organisation of the possibility of such loss or damage or if they were within the Hosting Organisation’s contemplation.
9.4 Subject to Clause 9.1, the total aggregate liability of either party , for loss and damage under or in connection with this Agreement due to a breach, tort (including negligence), breach of statutory duty or otherwise howsoever arising (or by any person for whom the Hosting Organisation or Member may be liable vicariously) shall not exceed the Membership Fee payable in the year the breach arises.
10 FORCE MAJEURE
10.1 Provided it has complied with clause 10.3, if a Party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by n Event of Force Majeure (the “Affected Party”), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
10.2 The corresponding obligations of the other Party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
10.3 The Affected Party shall:
(a) as soon as reasonably practicable after the start of the Event of Force Majeure, notify the other Party in writing of the Event of Force Majeure, the date on which it started, its likely or potential duration, and the effect of the Event of Force Majeure on its ability to perform any of its obligations under the agreement; and
(b) use all reasonable endeavours to mitigate the effect of the Event of Force Majeure on the performance of its obligations.
10.4 If the Event of Force Majeure prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 12 weeks, the Party not affected by the Event of Force Majeure may terminate this agreement by giving 4 weeks' written notice to the Affected Party.
11.1 Any communication to be given to the Hosting Organisation must be sent or delivered to the Hosting Organisations registered office and copied to the South West Nuclear Hub, David Smith Building, 73 St Michael’s Hill, Bristol, BS2 8BH and/or firstname.lastname@example.org. Any notice to be given to a Member must be sent
or delivered to the address shown in their initial application for membership or any subsequent address notified to the Hosting Organisation, in writing. All notices must be in writing and, unless otherwise stated, may be given in person or by post.
11.2 Any notices delivered in person will be deemed delivered at the time the notice is left at the Member’s address. Notices that are posted, or sent by courier or parcel express service, shall be deemed delivered at 9am on the second Business Day after posting, provided that in all cases where delivery occurs after 5.00pm on a Business Day or at any time on a day which is not a Business Day, service will be deemed to occur at 9.00am on the next following Business Day. No legal notices are effective if sent by any electronic means.
11.3 Membership of the Hub will not:
11.3.1 constitute a partnership between the Members;
11.3.2 constitute any Member the agent of any other Member; or
11.3.3 create any fiduciary obligations between the Members.
11.4 No Member will:
11.4.1 represent itself as the agent or partner of any other Member; or
11.4.2 do anything (or omit to do anything) which might result in any person believing that such Member has the authority to contract or enter into commitments on behalf of, or in the name of, any of the other Members.
11.5 Membership is specific to each Member and is non-transferrable without the prior written consent of the Executive Board. No Member may (without the prior written consent of the Executive) assign or otherwise transfer (whether voluntarily or involuntarily, by the operation of law or otherwise), any of its membership rights or obligations. However, the Executive Board may, with prior written notification to each Member, assign or otherwise transfer the rights and obligations established by this Agreement to an Affiliate of the Hosting Organisation.
11.6 To the extent that any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of this Agreement, it shall not affect the enforceability of the remainder of this Agreement nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
11.7 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial
exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
11.8 Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
11.9 This agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
11.10 Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
11.11 If there is an inconsistency between any of the provisions of this agreement and the provisions of the Schedules, the provisions of this agreement shall prevail.
Governing Law and Jurisdiction
11.12 This Agreement and any action, dispute or claim arising out of or in connection with it shall be governed by the laws of England.
11.13 The Hosting Organisation and each Member irrevocably agree to be bound by the exclusive jurisdiction of the courts of England.
Definitions and Interpretations
In this Agreement:
1.1 " Affiliate" means for the Hosting Organisation, currently the UoB, any corporation, company or other entity which is Controlled by the Hosting Organisation. For this purpose, "Control" means: (a) more than fifty percent (50%) of the controlled entity's outstanding shares or ownership interest representing the right to make decisions for such entity are owned or controlled, directly or indirectly, by the controlling entity, and/or (b) the controlling entity possesses, directly or indirectly, the power to influence the decision-making process, the direction of management, and the policies of the controlled entity and "Controlled" and "Controls" shall be construed accordingly;
1.2 “Application Form” means the form which may be varied from time to time by the Hosting Organisation and which is submitted by a prospective member to the Hosting Organisation for consideration and approval.
1.3 "Business Day" means a day (other than a Saturday, Sunday, other legal holiday or Hosting Organisation Closure Day) on which business is carried on in London or where used in relation to a payment, which is also a day on which banks are open for business in London;
1.4 "Confidential Information" means any confidential commercial, financial, technical or operational information, and/or any IP not publicly known or available, including information such as test data and results, which is marked as such or is indicated at the time of its disclosure as being confidential or which by its nature is information that would be regarded as confidential by a reasonable business person;
1.5 "Disclosing Party" means a Member disclosing Confidential Information.
1.6 "Event of Force Majeure" means any event, occurrence, act, matter or thing (or any continuation or series of any events, occurrences, acts, matters or things) beyond the affected Member's reasonable control, including, by way of example only, earthquake, land subsidence, land slip, fire, explosion, flood, civil disobedience, riot, rebellion, insurrection, act of terrorism, act of war (whether declared or undeclared), industrial sabotage, emission of nuclear radiation, power or fuel shortage, epidemic, pandemic and industrial dispute, strike, sit-in or lock-out;
1.7 “Hosting Organisation” means the organisation responsible for the operational delivery of the Hub, it’s membership scheme and the Hub Team. At the date of this Agreement the Hosting Organisation is The University of Bristol. “Hub” an alliance consisting of member organisations with an interest in research, innovation, teaching and engagement in support of nuclear energy.
1.8 “Hub Director(s) means nominated Senior Academics from the Hosting Organisation who hold leadership roles in The South West Nuclear Hub
1.9 “Hub Team” Specific professional support staff employed by the Hosting Organisation to enable delivery of the Hub’s vision, strategy and membership scheme.
1.10 "Intellectual Property" or "IP" means patents, patent applications, patentable inventions, registered designs, Know How, trademarks, service marks, domain names, copyright, design rights, database rights, moral rights, metatags, petty patents, utility models and all similar property rights (whether registered or not), including without limitation those subsisting in any part of the world in inventions, designs, drawings, computer programs, semiconductor topographies, business names, IP addresses, goodwill, 'get-up' and the style and presentation of goods or services and in applications for protection of the same and any continuations re-issues or divisions thereof in any part of the world;
1.11 "Know-How" means any non-patented practical information, resulting from experience which is secret, substantial and identified or at least identifiable that is to say, described or is able to be described in a sufficiently comprehensive manner;
1.12 "Law" means any applicable law, legislation, court order, directive or other instrument or requirements having the force of law within the United Kingdom;
1.13 "Legal Requirement" means the requirement of any Law, lawful demand of any Relevant Body;"Member" means the Hosting Organisation and each organisation admitted to membership of the Hub in accordance with this Agreement;
1.14 "Membership Fee" means the membership fees for Members set out in Schedule 1, as amended from time to time;
1.15 "Period of Force Majeure" means a period during which the affected Member is prevented by an Event of Force Majeure from performing any of its obligations under this Agreement;
1.16 "Receiving Party" means a Member receiving Confidential Information;
1.17 "Relevant Body" means any court with the relevant jurisdiction and any local, national or supra-national agency, inspectorate, minister, ministry, officer or public or statutory person of the Government of the United Kingdom;
1.18 "VAT" means value added tax as provided for in the Value Added Tax Act 1994 and legislation (whether delegated or otherwise) supplemental thereto or in any primary or secondary legislation promulgated by the European Union or any official body or agency of the European Union and any similar sales, consumption or turnover tax replacing or introduced in addition to the foregoing; and
1.19 “UoB” means The University of Bristol.
In this Agreement any reference to:
2.1 "include", "includes", "including" or similar terms will not be construed as exclusive or limiting examples of the matters in question and will mean "including, without limitation";
2.2 a "person" includes any individual, partnership, consortium, joint venture, trust, company, corporation, government, state, agency, committee, department, authority and other bodies, corporate or unincorporated whether having distinct legal personality or not;
2.3 a "regulation" includes any regulation, rule, official directive, request or guideline in each case whether or not having the force of law but, if not having the force of law, being of a type the compliance with which is in accordance with the general practice of the Hosting Organisation and any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
2.4 a provision of any Law is a reference to that provision as extended, re-enacted, applied or amended and includes any subordinate legislation;
This Agreement includes the Schedules.
The headings are for convenience only and shall not affect its interpretation.
Membership Categories & Fee Structure
As outlined in Clause 2.1 the categories of membership of the Hub are as follows:
(a) Academic: Academic Institutions with an interest in research and teaching relevant to nuclear energy
(b) Applied Research: Companies and institutions with an interest in nuclear energy development, deployment and support throughout its lifecycle, including the supporting supply chains. Those with an active collaboration with the Hub, e.g. active research, innovation, teaching or engagement projects.
(c) Innovation Network: Companies seeking to enter the nuclear technology development pipeline, e.g. offering knowledge transfer. Principally spin-outs, start-ups, SMEs but also established companies seeking to establish activity within the nuclear sector for the first time. A network to facilitate innovation in the nuclear supply chain. Members in this tier will move up to Applied Research membership when collaborative projects are initiated e.g. active research, by terminating their original Innovation Network status and signing a new Application Form to become an Applied Research Member
(d) Associate: Organisations that wish to engage with the Hub to further their objectives, other than to undertake nuclear research and teaching. This tier may include organisations who wish to remain impartial, or where paying a fee may create a conflict of interest.
ACADEMIC & APPLIED RESEARCH MEMBER FEES
Academic or Applied research members have the choice between two fee payment structures Option 1 or Option 2 as detailed below. The member’s chosen fee payment structure will be agreed on the signed ‘Application Form’ as attached to these Membership Terms. Academic and Applied research members will have the option to review their chosen fee structure on an annual basis aligned to the commencement date of the term of Membership.
(i) Option 1:
An upfront annual fee of £10,000 payable in accordance with the payment terms set out in Clauses 3.2 – 3.4 of the Membership Agreement. In subsequent years the Membership Fee will be due and payable annually on the date membership is due to be renewed
(ii) Option 2:
An incremental fee attached to individual research projects (as approved by the Member in each individual case). In this option, fees each year would be capped at £20,000. Fees for each research project shall be invoiced by the Hosting Organisation and payable in accordance with the payment terms set out at Clauses 3.2-3.4 of the Membership Agreement
International Universities (defined as all non-UK universities):
An international University may become a Member by Invitation only. In these instances, no fee will be requested, based on these institutions not having access to UKRI funding.
INNOVATION NETWORK FEES
The Innovation Network is non fee paying.
The Associate Members are non fee paying.
2. THE EXECUTIVE BOARD:
2.1 Terms of reference
a) have ultimate accountability for the strategy of the Hub;
b) receive and review reports on the operational activities of the Hub from the Operational Board;
c) receive feedback on the performance of the Hub from the Membership Board ;
d) review and approve the annual business plan and budget for the Hub;
e) ensure that the Hub operates in accordance with the regulatory framework applicable to the Hosting Organisation (including the Hosting Organisation’s statutes and regulations, the Hosting Organisation’s financial and legal framework and the requirements of the Higher Education Funding Council for England (or a successor body) and the Hosting Organisation’s protocols and procedures (together, the "Financial and Legal Framework"));
f) ensure that the Hub does not have a material adverse effect upon the Hosting Organisation;
g) ensure that the Hub operates in a manner that is consistent with the agreed objectives and otherwise in a manner that is financially viable (the "Hub Framework");
h) consider and, if thought fit, to approve, the membership criteria proposed from time to time by the Membership Board in accordance with clause, and to propose from time to time changes to the Membership Fees and membership rights in accordance with clause 2.9.
2.2 Membership composition:
The Executive Board will comprise:
a) Representative of the Hosting Organisation’s senior management team (e.g. Pro Vice-Chancellor Research);
b) Representative from the Hosting Organisation’s relevant Faculties and Schools (e.g. Deans of Science and Engineering);
c) By invitation, the Chair of the Membership Board ;
d) the Chair of the Operational Board;
e) a representative from the Hosting Organisation’s Finance department;
f) the Hub Directors;
g) appropriate members of the Hub team; and
h) such other participants as the Hosting Organisation determines from time to time.
(together the "Executive Board Members").
2.3 Voting, quorum and meeting requirements:
a) The Executive Board will meet as required for decision making purposes.
b) The Operations Board will supply a ‘Hub Director’s Report’ to the Executive Board every 3 months.
Each Executive Board Member present at a meeting will be entitled to one vote and decisions will be taken by majority vote. In the event of a tied vote the Chair of the Executive Board will have the casting vote.
a) The quorum for meetings will be two thirds of the total Executive Board Members having a right to vote being in attendance at the meeting.
b) Any expenses incurred in connection with attending a Board shall be borne by the member who employees the attendee.
The Chair of the Executive Board shall be a member of the Hosting Organisation’s senior management team (e.g. Pro Vice-Chancellor Research).
3. THE MEMBERSHIP BOARD:
3.1 Terms of reference:
a) report to the Executive Board;
b) review and inform the Operational Board and Hub Directors on strategy and emerging issues;
c) advise on operational issues, identify opportunities for the Hub and contribute to the development of the Hub and its investment plans;
d) provide advice and request actions on research and teaching;
e) keep under review and, if thought fit, to recommend for approval to the Executive Board, any changes to the Membership Fees and rights of membership in accordance with clause 2.9.
3.2 Membership Composition:
The Membership Board will comprise:
a) the following members of the Operational Board: the Chair, the Hub Directors, Research Manager and Engagement Manager and Hub Co-ordinator;
b) a representative of each ’Academic Member’ (One individual per Member agreement, additional invites at the discretion of the Operational or Membership Board)
c) a representative of each ‘Applied Research Member’ (One individual per Member agreement, additional invites at the discretion of the Operational or Membership Board)
d) Representative of the Bristol-Oxford Nuclear Research Centre,
e) upon invitation at Membership Board’s discretion: representatives of the ‘Innovation Network’
f) upon invitation at Membership Board’s discretion: representatives of the ‘Associate’ category
(together the "Membership Board Members").
3.3 Voting, quorum and meeting requirements:
a) Meetings will take place at the Hub and will be held at least once every six months.
b) Each member of the Membership Board will be entitled to one vote and decisions will be taken by majority vote. In the event of a tied vote the Chair of the Membership Board will have the casting vote.
c) The quorum for meetings will be two thirds of the total Membership Board Members having a right to vote being in attendance at the meeting.
d) Any expenses incurred in connection with attending a Board shall be borne by the member who employees the attendee.
a) The Chair of the Membership Board shall be nominated and appointed by the ‘Academic’ and ‘Applied Research’ Members. The position of Chair will rotate on an annual basis. In the event of a failure of these Member groups to agree a Chair, the Executive Board Chair shall appoint the Chair of the Membership Board .
b) The Chair may be invited to attend Executive Board meetings.
c) The Chair will be invited to attend each of the Operational Board’s monthly meetings and will be requested to attend at least four annually.
4 THE OPERATIONAL BOARD:
4.1 Terms of reference:
(a) report to the Executive Board
(b) manage the ongoing activities of the Hub and facilitate changes in the physical operations of the Hub;
(c) prepare an annual performance report for the Executive Board;
(d) prepare quarterly reports on the Hub’s performance for the Executive Board; and
(e) approve New Members in accordance with clause 3.5.
4.2 Membership Composition:
The Operational Board will comprise:
(a) the Hub Directors;
(b) by invitation, the Chair of the Membership Board;
(c) members of the Hub team; and
(d) such other participants as the Board determines from time to time.
(together the "Operational Board Members").
4.3 Voting, quorum and meeting requirements:
(a) Meetings will take place monthly.
(b) Each member of the Operational Board will be entitled to one vote and decisions will be taken by majority vote. In the event of a tied vote the Chair of the Operational Board will have the casting vote.
(c) The quorum for meetings will be at least one-half of members of the Operational Board.
(d) Any expenses incurred in connection with attending a Board shall be borne by the member who employees the attendee.
The Chair of the Operational Board will be a representative of the Hosting Organisation