Directors and meetings of Board
Schedule 1 Directors and meetings of Board
Sections 13 and 17
Part 1 Directors
1. Election of directors
The elected directors are to be elected from among the members of the Trust by the Trust in accordance with the rules and regulations.
A person is not eligible for election or appointment as a director if the person –
is under the age of 18 years; or
holds any other office or place of profit under the Trust.
The rules for the election of directors must provide for the individual election of directors.
2. Chairperson and Deputy Chairperson
At the first meeting of the Board held after each annual general meeting of the Trust, the directors are to elect from among themselves in accordance with the rules a Chairperson and Deputy Chairperson.
The Chairperson and Deputy Chairperson hold office as such until the election of their successors at the next such meeting of the Board in the following calendar year unless earlier removed from office.
The Board may remove a director from the office of Chairperson or Deputy Chairperson at any time.
A person who holds the office of Chairperson or Deputy Chairperson vacates that office if the person –
is removed from that office by the Board; or
resigns that office by instrument in writing addressed to the Board; or
ceases to be a director.
If a Chairperson or Deputy Chairperson resigns or is removed from office, the Board may appoint another director to that office in accordance with the rules.
3. When office of director becomes vacant The office of a director becomes vacant if the director –
dies; or
completes a term of office; or
resigns the office by instrument in writing addressed to the Board; or
except in the case of the managing director, ceases to be a member of the Trust; or
in the case of the managing director, is removed from office by the Board; or
is absent from 3 consecutive meetings of the Board of which reasonable notice has been given to the director personally or in the ordinary course of post, unless –
on leave granted by the Board; or excused by the Board for having been absent from those meetings, before the expiration of 4 weeks after the last of those meetings; or
on leave granted by the Board; or
excused by the Board for having been absent from those meetings, before the expiration of 4 weeks after the last of those meetings; or
is removed from office under clause 5; or
becomes bankrupt, applies to take the benefit of any law for the relief of bankrupt or insolvent debtors, compounds with his or her creditors or makes an assignment of his or her remuneration for their benefit; or
is diagnosed as suffering from a mental disorder; or
is convicted in Tasmania of an offence that is punishable by imprisonment for 12 months or more or is convicted elsewhere than in Tasmania of an offence that, if committed in Tasmania, would be an offence so punishable.
4. Vacancy in office of non-executive director
If the office of a non-executive director becomes vacant under clause 3, the Board may appoint a member of the Trust to fill the vacancy during the remainder of the term of office of the director.
If, due to vacancies in the offices of non-executive directors, there are insufficient directors to constitute a quorum, the managing director is to appoint members of the Trust to fill such of those vacancies as are necessary to constitute a quorum.
5. Disclosure of interests
If –
the director must, as soon as possible after the relevant facts have come to the director’s knowledge, disclose the nature of the interest at a meeting of the Board.
a director has a direct or indirect pecuniary interest in a matter being considered or about to be considered at a meeting of the Board; and
the interest appears to raise a conflict with the proper performance of the director’s duties in relation to the consideration of the matter –
A disclosure by a director at a meeting of the Board that the director –
and is a sufficient disclosure of the nature of the interest in any matter relating to that company or other body or to that person which may arise after the date of the disclosure and which is required to be disclosed under subclause (1).
is a member, or is in the employment, of a specified company or other body; or
is a partner, or is in the employment, of a specified person; or
has some other specified interest relating to a specified company or other body or to a specified person –
Particulars of any disclosure made under this clause are to be recorded by the Board in a book kept for the purpose and that book is to be open at all reasonable hours at the principal office of the Trust to inspection by any member of the Trust.
After a director has disclosed the nature of an interest in any matter, the director is not, unless the Board by special resolution otherwise determines –
to be present during any deliberation of the Board with respect to the matter; or
to take part in any decision of the Board with respect to the matter.
For the purposes of the making of a determination by the Board by special resolution under subclause (4), a director who is the subject of the proposed special resolution is not –
to be present during any deliberation of the other directors for the purpose of making the determination; or
to take part in the making by the other directors of the determination.
A contravention of this clause does not invalidate any decision of the Board.
The Board may remove a director who contravenes subclause (1) from office as a director.
6. Reimbursement of expenses A director is entitled to be reimbursed such reasonable expenses as are agreed by the Board.
Part 2 Meetings
1. General procedure The procedure for the calling of meetings of the Board and for the conduct of business at those meetings is, subject to this Act and the rules, to be as determined by the Board.
2. Quorum The quorum for a meeting of the Board is 4 directors.
3. Presiding director The Chairperson of the Board or, in the absence of the Chairperson, the Deputy Chairperson of the Board or, in the absence of both the Chairperson and the Deputy Chairperson, another director elected to chair the meeting by the directors present is to preside at a meeting of the Board.
4. Voting A decision supported by a majority of the votes cast at a meeting of the Board at which a quorum is present is the decision of the Board.
5. Validity of proceedings
An act or proceeding of the Board or of any person acting under any direction of the Board is not invalidated or prejudiced by reason only of the fact that, at the time when the act or proceeding was done, taken or commenced, there was a vacancy in the membership of the Board.
All acts and proceedings of the Board or of any person acting under any direction of the Board are, notwithstanding the subsequent discovery of any defect in the appointment of a director or that any person was disqualified from acting as, or incapable of being, a director, as valid as if the director had been duly appointed and was qualified to act as, or capable of being, a director and as if the Board had been fully constituted.
6. Conduct of meetings
Subject to this Act, the Board may regulate the calling of, and the conduct of business at, its meetings as it considers appropriate.
The Board may permit directors to participate in a particular meeting or all meetings by –
telephone; or
video conference; or
any other means of communication approved by the Board.
A director who participates in a meeting under a permission granted under subclause (2) is taken to be present at the meeting.
Without limiting subclause (1), the Board may allow a person to attend a meeting for the purpose of advising or informing it on any matter.
7. Resolutions without meetings
If all directors sign a document containing a statement that they are in favour of a resolution in the terms set out in the document, a resolution in those terms is taken to have been passed at a meeting of the Board held on the day on which the document is signed or, if the directors do not sign it on the same day, on the day on which the last of the directors signs the document.
If a resolution is taken to have been passed under subclause (1), each director is to be –
advised immediately of the matter; and
given a copy of the terms of the resolution.
For the purposes of subclause (1), 2 or more separate documents containing a statement in identical terms, each of which is signed by one or more directors, is taken to constitute one document.
8. Presumptions In any proceeding by or against the Trust, unless evidence is given to the contrary, proof is not required of –
any resolution of the Trust; and
the presence of a quorum at any meeting of the Trust.
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