New South Wales Consolidated Acts New South Wales Consolidated Acts(Section 7 (3))
(1) In this Schedule:
"Chairperson" means the Chairperson of the Board.
"Deputy Chairperson" means the Deputy Chairperson of the Board.
"nominated director" means a director other than the Executive Director.
"Treasurer" means the Treasurer of the Institute.
(2) A reference, whether made in writing or otherwise:(a) to the Chairman or Chairwoman of the Board shall be treated as a reference to the Chairperson, or(b) to the Deputy Chairman or Deputy Chairwoman of the Board shall be treated as a reference to the Deputy Chairperson.
(1) Of the directors:(a) 3 shall be persons nominated by the Superior General of the Sisters of Charity,(b) 3 shall be persons nominated by the trustees of the land belonging to Saint Vincent’s Hospital, Darlinghurst,(c) 2 shall be persons nominated by The Garvan Research Foundation under the Constitution as for the time being in force of that body promulgated by the Sister Administrator of that Hospital,(d) 2 shall be persons nominated by the Minister of State for Health of the Commonwealth,(e) 2 shall be persons nominated by the Minister administering this Act,(f) 2 shall be persons nominated by the Council of The University of New South Wales, and(g) 1 shall be a distinguished medical scientist elected by the other directors when required and in the manner prescribed by the by-laws.
(1) The nominated directors shall elect from among their number, when required and in the manner prescribed by the by-laws:(a) a Chairperson of the Board,(b) a Deputy Chairperson of the Board, and(c) a Treasurer of the Institute.
(2) A person who holds the office of Chairperson, Deputy Chairperson or Treasurer shall be deemed to have vacated that office if the person:(a) is removed from that office by the Board under subclause (3),(b) resigns that office by instrument in writing addressed to the Board, or(c) ceases to be a director.
(3) The Board may remove a person from the office of Chairperson, Deputy Chairperson or Treasurer.
(1) The Governor may, from time to time, appoint a person to act in the office of a director during the illness or absence of the director if the person so appointed has the same qualifications as were required by clause 2 of the director, and the person, while so acting, shall have and may exercise all the functions of the director.
(2) The Governor may remove any person from the office to which the person was appointed under subclause (1).
(3) The Deputy Chairperson shall, during the illness or absence of the Chairperson, act in the office of the Chairperson and shall have and may exercise all the functions of the Chairperson.
(4) The Board may, from time to time, appoint a nominated director to act in the office of the Deputy Chairperson or Treasurer during the illness or absence of the Deputy Chairperson or Treasurer, as the case may be, and the nominated director, while so acting, shall have and may exercise all the functions of the Deputy Chairperson or Treasurer, as the case may be.
(5) The Board may remove any person from any office to which the person was appointed under subclause (4).
(6) For the purposes of this clause:(a) a vacancy in the office of a director, the Chairperson, the Deputy Chairperson or the Treasurer shall be deemed to be an absence from that office, and(b) the Deputy Chairperson shall be deemed to be absent from office as Deputy Chairperson during any period that the Deputy Chairperson acts in the office of Chairperson pursuant to subclause (3).
(7) In subclauses (1), (3) and (4), clauses 8, 9 and 10 and Schedule 2:(a) a reference to a director, the Chairperson, the Deputy Chairperson or the Treasurer includes a reference to a person acting in the office of a director, the Chairperson, the Deputy Chairperson or the Treasurer,(b) a reference to the appointment of a director includes a reference to the appointment of a person to act in the office of a director, and(c) a reference to the office of a director, the Chairperson, the Deputy Chairperson or the Treasurer includes a reference to the office of a person appointed to act in the office of a director, the Chairperson, the Deputy Chairperson or the Treasurer.
Subject to this Schedule, a director shall hold office for such period not exceeding 5 years as may be specified in the instrument of appointment of the director, but is eligible (if otherwise qualified) for re-appointment.
In the event of the office of any director becoming vacant a person shall, subject to this Act, be appointed to fill the vacancy.
(1) A director shall be deemed to have vacated office if the director:(a) dies,(b) absents himself or herself from 3 consecutive ordinary meetings of the Board of which reasonable notice has been given to the director personally or in the ordinary course of post and the director is not before the expiration of 6 weeks after the last of those meetings excused by the Board for being absent from those meetings, unless the absence is occasioned by illness or other unavoidable cause,(c) 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,(d) becomes a temporary patient, a continued treatment patient, a protected person or an incapable person within the meaning of the Mental Health Act 1958 , or a person under detention under Part 7 of that Act,(e) is convicted in New South Wales of an offence which is punishable by imprisonment for 12 months or upwards, or is convicted elsewhere than in New South Wales of an offence which, if committed in New South Wales, would be an offence so punishable,(f) resigns the office by instrument in writing addressed to the Chairperson or, in the case of the Chairperson, to the Minister, or(h) is removed from office by the Governor under subclause (2) or (3).
(2) The Governor may remove a director from office.
(3) Without affecting the generality of subclause (2), the Governor may remove from office a director who contravenes the provisions of clause 8.
(1) A director who has a direct or indirect pecuniary interest:(a) in a matter that is being considered, or is about to be considered, at a meeting of the Board, or(b) in a thing being done or about to be done by the Board,shall, 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.
(2) A disclosure by a director at a meeting of the Board that the director:(a) is a member, or is in the employment, of a specified company or other body,(b) is a partner, or is in the employment, of a specified person, or(c) has some other specified interest relating to a specified company or other body or a specified person,shall be deemed to be a sufficient disclosure of the nature of the interest in any matter or thing relating to that company or other body or to that person which may arise after the date of the disclosure.
(3) The Board shall cause particulars of any disclosure made under subclause (1) or (2) to be recorded in a book kept for the purpose and that book shall be open at all reasonable hours to the inspection of any person on payment of such fee as may be determined by the Board from time to time.
(4) After a director has, or is deemed to have, disclosed the nature of an interest in any matter or thing pursuant to subclause (1) or (2), the director shall not, unless the Board (in the absence of the director) otherwise determines:(a) be present during any deliberation of the Board, or take part in any decision of the Board, with respect to that matter, or(b) exercise any functions under this Act with respect to that thing,as the case may require.
(5) Notwithstanding that a director contravenes the provisions of this clause, that contravention does not invalidate any decision of the Board or the exercise of any function under this Act.
(6) Nothing in this clause applies to or in respect of an interest of a director in a matter or thing which arises by reason only that the director is a medical practitioner.
(7) A reference in this clause to a meeting of the Board includes a reference to a meeting of a committee of the Board.
(1) The Public Service Act 1979 does not apply to or in respect of the appointment of a director and a director is not, as a director, subject to that Act.
(2) Where by or under any other Act provision is made requiring a person who is the holder of an office specified therein to devote the whole of his or her time to the duties of that office or prohibiting the person from engaging in employment outside the duties of that office, that provision shall not operate to disqualify the person from holding that office and also the office of a director.
(3) The office of a director shall for the purposes of any Act be deemed not to be an office or place of profit under the Crown.
No matter or thing done by the Board, and no matter or thing done by any director or by any person acting under the direction of the Board shall, if the matter or thing was done bona fide for the purposes of executing this or any other Act, subject a director or a person so acting personally to any action, liability, claim or demand whatever.