TasTAFE (Skills and Training Business) Act 2021

Section 6(4)

Part 1 Preliminary

1. Interpretation In this Schedule –

chair means the TasTAFE director appointed to be the chair of the TasTAFE Board under section 6(3).

chair means the TasTAFE director appointed to be the chair of the TasTAFE Board under section 6(3).

chair

Part 2 TasTAFE Directors

2. Term of office

A TasTAFE director –

is appointed for such period, not exceeding 3 years, as is specified in the TasTAFE director's instrument of appointment; and

subject to subclause (2), may be reappointed.

A TasTAFE director may only be reappointed as a TasTAFE director for 2 further consecutive terms.

3. Holding other office The holder of an office who, under the terms of his or her employment in that office, is required to devote the whole of his or her time to the duties of that office is not disqualified from –

holding that office in addition to the position of a TasTAFE director; or

accepting any remuneration payable to a TasTAFE director.

4. Application of State Service Act 2000

The State Service Act 2000 does not apply in relation to a TasTAFE director in his or her capacity as a TasTAFE director.

Nothing in subclause (1) prevents a person from holding the office of TasTAFE director in conjunction with State Service employment.

5. Remuneration and conditions of appointment

A TasTAFE director is entitled to be paid such remuneration and allowances as the Minister determines.

A TasTAFE director who is a State Service officer or State Service employee is not entitled to remuneration or allowances under this clause except with the approval of the Minister administering the State Service Act 2000.

A TasTAFE director holds office on such conditions, that are not provided for by this Act, as are specified in the TasTAFE director's instrument of appointment.

6. Vacation of office

A TasTAFE director vacates office if he or she –

dies; or

resigns by written notice provided to the Minister; or

is removed from office under subclause (2) or (3).

The Minister may remove a TasTAFE director from office if the TasTAFE director –

is absent from 3 consecutive meetings of the TasTAFE Board without the permission of the other TasTAFE directors; or

becomes bankrupt, applies to take the benefit of any law for the relief of bankrupt or insolvent debtors, compounds with the TasTAFE director's creditors or makes an assignment of the TasTAFE director's remuneration or estate for the benefit of the director; or

is convicted, in Tasmania or elsewhere, of an offence punishable by a term of imprisonment of 12 months or longer; or

is convicted of an offence under this Act; or

fails to disclose a pecuniary interest as required under clause 17; or

has benefited from, or claimed to be entitled to benefit from, a contract made by or on behalf of the TasTAFE Board, other than a contract for goods or services ordinarily supplied by TasTAFE and supplied on the same terms as those goods or services are ordinarily supplied to other persons in the same situation.

The Minister may remove a TasTAFE director from office if satisfied that the TasTAFE director is unable to perform adequately or competently the duties of office.

A TasTAFE director must not be removed from office otherwise than in accordance with this clause.

7. Filling of vacancies If the office of a TasTAFE director becomes vacant, the Minister may appoint a person to the vacant office for the remainder of that TasTAFE director's term of office.

8. Validation of proceedings &c. An act or proceeding of the TasTAFE Board or of a person acting under any direction of the TasTAFE Board is not invalidated solely on the basis that, at the time when the act or proceeding was done, taken or commenced, there was a vacancy in the office of a TasTAFE director or a defect in the appointment of a TasTAFE director.

9. Presumptions In any proceeding by or against the TasTAFE Board, unless evidence is given to the contrary, proof is not required of –

the constitution of the TasTAFE Board; or

the appointment of any TasTAFE director.

Part 3 Meetings of TasTAFE Board

10. Frequency of meetings The TasTAFE Board is to meet no fewer than 6 times in each calendar year.

11. Convening of meetings

The chair, after giving each TasTAFE director reasonable notice of a meeting –

may convene a meeting at any time; and

must convene a meeting when requested to do so by 2 or more other TasTAFE directors.

If the chair is absent from duty or otherwise unable to perform the duties of the office, a meeting of the Board may be convened, after reasonable notice of the meeting has been given of the meeting, by –

two or more other TasTAFE directors; or

a person authorised by the TasTAFE Board to do so.

For the purposes of subclauses (1) and (2), what constitutes reasonable notice is to be determined by the TasTAFE Board.

12. Presiding at meetings

The chair is to preside at all meetings of the TasTAFE Board at which he or she is present.

If the chair is not present at a meeting of the TasTAFE Board, a TasTAFE director elected by the TasTAFE directors present at the meeting is to preside.

13. Quorum and voting at meetings

A quorum of a meeting of the TasTAFE Board is constituted by a clear majority of the directors appointed to the Board at the time of the meeting.

A meeting of the TasTAFE Board at which a quorum is present is competent to transact any business of the TasTAFE Board.

At a meeting of the TasTAFE Board –

the TasTAFE director presiding has a deliberative vote only; and

a question is decided –

by a majority of votes of the TasTAFE directors present and voting; or in the negative if there is an equality of votes of the TasTAFE directors present and voting.

by a majority of votes of the TasTAFE directors present and voting; or

in the negative if there is an equality of votes of the TasTAFE directors present and voting.

At a meeting of the TasTAFE Board where a TasTAFE director is excluded from being present and taking part in the consideration and decision of the TasTAFE Board in relation to a matter, a quorum for the purposes of considering and making a decision in relation to that matter is constituted by the number of TasTAFE directors specified as constituting a quorum in subclause (1) less the number of TasTAFE directors so excluded.

14. Conduct of meetings

Subject to this Act, the TasTAFE Board may regulate the calling of, and the conduct of business at, its meetings as it considers appropriate.

The TasTAFE Board may permit TasTAFE directors to participate in a particular meeting or all meetings by –

telephone; or

video conference; or

any other means of communication approved by the TasTAFE Board.

A TasTAFE director who participates in a meeting as permitted under subclause (2) is taken to be present at the meeting.

Without limiting subclause (1), the TasTAFE Board may allow a person to attend a meeting for the purpose of advising or informing it on any matter.

15. Resolutions without meetings

If a clear majority of the TasTAFE 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 TasTAFE Board held –

on the day on which the document is signed; or

if the TasTAFE directors do not sign the document on the same day, on the day on which the last of the TasTAFE directors signs the document.

If a resolution is taken to have been passed under subclause (1), each TasTAFE director is to be –

advised immediately of the matter; and

provided with 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 TasTAFE directors, is taken to constitute one document.

16. Minutes The TasTAFE Board is to keep accurate minutes of its meetings.

17. Disclosure of interests

If a TasTAFE director has a direct or indirect pecuniary interest in a matter being considered, or about to be considered, by the TasTAFE Board, the TasTAFE director must, as soon as practicable after the relevant facts come to the TasTAFE director's knowledge, disclose the nature of the interest to the TasTAFE Board.

Fine not exceeding 100 penalty units.

Fine not exceeding 100 penalty units.

Unless the TasTAFE Board otherwise determines, a TasTAFE director who has made a disclosure under subclause (1) in relation to a matter must not –

be present during any deliberation of the TasTAFE Board in relation to the matter; or

take part in any decision of the TasTAFE Board in relation to the matter.

For the purpose of making a determination under subclause (2), the TasTAFE director to whom the determination relates must not –

be present during any deliberation of the TasTAFE Board for the purpose of making the determination; or

take part in making the determination.

Subclause (1) does not apply –

in respect of a contract for goods or services supplied by TasTAFE if those goods or services are ordinarily supplied by TasTAFE and are supplied on the same terms as they are ordinarily supplied to other persons in the same situation; or

in respect of an interest that arises only because the TasTAFE director is also a State Service officer or State Service employee.

18. General procedure Except as provided by this Act, the TasTAFE Board may regulate its own proceedings.

19. Presumptions In any proceeding by or against the TasTAFE Board, unless evidence is given to the contrary, proof is not required of –

any resolution of the TasTAFE Board; or

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