Tasmanian Development Act 1983

Section 5(4)

1. Term of office of directors

Except in the case of the chief executive, a director shall be appointed for such term, not exceeding 5 years, as is specified in the instrument of his appointment and shall, if otherwise qualified, be eligible for re-appointment from time to time for such term, not exceeding 5 years, as may be specified in the instrument of his re-appointment.

2. Remuneration of directors A director shall be paid such remuneration and allowances as the Governor may determine.

3. State Service Act 2000 not to apply The provisions of the State Service Act 2000 do not apply to, or in respect of, the appointment of a director and a director shall not, in his capacity as such, be subject to the provisions of that Act during his term of office.

4. Appointment of alternate directors to act during absence of director

Where a director is out of Tasmania or unable to perform the duties of his office by reason of illness or for any other reason that the Minister deems sufficient, the Governor may appoint an alternate director to act in his place in accordance with this clause.

For the purposes of this clause –

the Governor may appoint any person (including a director other than the chairperson) to act in the office of the chairperson;

a director other than the chairperson shall be deemed to be absent from his office if he is acting in the office of chairperson pursuant to paragraph (a); and

a director shall be deemed to be absent from his office if there is a vacancy in that office which has not been filled in accordance with clause 6.

A person shall not be concerned to inquire whether or not any occasion has arisen requiring or authorizing a person to act in the office of a director, and all things done or omitted to be done by that person while so acting shall be as valid, and shall have the same consequences, as if they had been done or omitted to be done by that person.

5. Vacation of office

A director shall be deemed to have vacated his office –

when he dies;

if he becomes bankrupt, applies to take the benefit of any law for the relief of bankrupt or insolvent debtors, compounds with his creditors, or makes an assignment of his remuneration or estate for their benefit;

if he is absent from 3 consecutive ordinary meetings of the Board of which reasonable notice has been given to him, either personally or in the ordinary course of post, unless on leave granted by TDR or unless, before the expiration of 3 weeks after the last of those meetings, he is excused by the Board for his absence from those meetings;

if he is convicted in Tasmania of a crime or an offence which is punishable by imprisonment for a period of not less than 12 months, or if he is convicted elsewhere than in Tasmania of an offence which, if committed in Tasmania, would be a crime or an offence so punishable; or

if he resigns his office by writing under his hand addressed to the Governor and the Governor accepts the resignation.

The Governor may remove a director from office if the Governor is satisfied –

that TDR has failed to perform a duty arising from a statement of policy objectives given to it by the Minister under section 11(1); or

that it is necessary or desirable to do so in order that TDR may achieve its objectives.

The Governor may remove a director from office for misbehaviour or incompetence or if the Governor is satisfied that the director –

has participated, or has claimed to be entitled to participate, in the profit of, or in any benefit arising from, any contract made by, or on behalf of, TDR other than a contract for a service ordinarily supplied by TDR, on the same terms as that service is supplied to other persons in the same situation;

has voted at any meeting of TDR in respect of any matter in which he was at that time interested (otherwise than as a member of the public or as an elector of, or ratepayer to, any municipality, or as a shareholder in a company in which there were at that time more than 20 members and of which he was not at that time a director or officer); or

is unable to perform adequately the duties of his office.

6. Filling of casual vacancies On the occurrence of a vacancy in the office of a director of the Board, the Governor may appoint a person nominated by the Minister to the vacant office for the balance of his predecessor's term of office.

7. Validity of proceedings, &c.

No act or proceeding of TDR or of any person acting pursuant to any direction of TDR is 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 office of a director of the Board.

All acts and proceedings of TDR or of any person acting pursuant to any direction of TDR are, notwithstanding the subsequent discovery of any defect in the appointment of any director of the Board or that any person was disqualified from acting as, or incapable of being, a director of the Board, 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.

8. Evidentiary provision In any proceedings by or against TDR, unless evidence is given to the contrary, no proof shall be required of –

the constitution of TDR;

any resolution of the Board;

the appointment of any director of the Board; or

the presence of a quorum at any meeting of the Board.