New South Wales Consolidated Acts New South Wales Consolidated Acts(Section 9)
In this Part:
"elected director" means a director of the Board other than the
Executive Director or the director referred to in section 8 (2) (a1).
(1) The elected directors are to be elected by the Trust in accordance with the rules from among the members of the Trust.
(2) A person is not eligible for election as a director if the person:(a) is under the age of 18 years, or(b) holds any office or place of profit under the Trust.
(3) The rules for the election of directors must be such as to ensure that of the elected directors who from time to time constitute the Board:(a) at least 2 are persons ordinarily resident in the Sydney metropolitan area, and(b) at least 3 are persons not ordinarily resident in the Sydney metropolitan area but ordinarily resident elsewhere in New South Wales.
(4) The rules for the election of directors must provide for the individual election of directors.
(5) In this clause:
"Sydney metropolitan area" means the area comprising the following local government areas:Ashfield, Auburn, Bankstown, Baulkham Hills, Blacktown, Blue Mountains, Botany, Burwood, Camden, Campbelltown, Canterbury, Concord, Drummoyne, Fairfield, Gosford, Hawkesbury, Holroyd, Hornsby, Hunters Hill, Hurstville, Kogarah, Ku-ring-gai, Lane Cove, Leichhardt, Liverpool, Manly, Marrickville, Mosman, North Sydney, Parramatta, Penrith, Pittwater, Randwick, Rockdale, Ryde, South Sydney, Strathfield, Sutherland, Sydney, Warringah, Waverley, Willoughby, Wollondilly, Woollahra, Wyong.
(1) Each elected director may, from time to time in accordance with the rules, appoint a person to be an acting director in his or her place and may revoke any such appointment.
(2) The Board may, from time to time, appoint a person to be acting Executive Director and may revoke any such appointment.
(3) In the absence of a director, the acting director for that director:(a) is, if available, to act in the place of the director, and(b) while so acting, has all the functions of the director and is to be considered to be a director, subject to the rules in the case of an acting elected director and to any direction of the Board in the case of the acting Executive Director.
(1) For the purposes of this clause, the first Board elected after the date of assent is to be divided into 2 classes of equal number, with:(a) the first class consisting of the directors who are declared to be first elected at the election, as provided by the rules, and(b) the second class consisting of the other directors elected at the election.
(2) The offices of the directors of the second class become vacant at the time of the annual general meeting of the Trust held in the year following the year of the election at which they were elected.
(3) The offices of directors of the first class become vacant at the time of the annual general meeting of the Trust held in the second year following the year of the election at which they were elected.
(4) Thereafter, the office of an elected director becomes vacant at the time of the annual general meeting of the Trust held in the second year following the year of the annual general meeting at which the director was declared elected.
(5) In this clause:
"year" means calendar year.
In this Part:
"Board-appointed director" means the director referred to in section 8 (2)
(a1).
(1) The Board-appointed director is to be appointed by unanimous decision of the directors referred to in section 8 (2) (a).
(2) A person is not eligible for appointment as the Board-appointed director if the person:(a) is under the age of 18 years, or(b) holds any office or place of profit under the Trust, or(c) holds or has held the office of Board-appointed director, or(d) was a candidate for election as a director referred in section 8 (2) (a) at the most recent election held for such directors.
(1) The Board-appointed director may, from time to time and in accordance with the rules, appoint a person to be an acting Board-appointed director in his or her place and may revoke any such appointment.
(2) In the absence of the Board-appointed director, any acting Board-appointed director for that director:(a) is, if available, to act in the place of the Board-appointed director, and(b) while so acting, has all the functions of the Board-appointed director and is to be considered to be a director, subject to the rules.
Subject to this Schedule, a Board-appointed director holds office for such period (not exceeding 2 years) as is specified in the Board-appointed director’s instrument of appointment.
In this Part:
"non-executive director" means a director of the Board other than the
Executive Director.
(1) 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 President, Deputy President and Treasurer.
(2) The President, Deputy President and Treasurer hold office until the election of their successors at the corresponding meeting of the Board in the following calendar year.
(3) The Board may remove a director from the office of President, Deputy President or Treasurer at any time.
(4) A person who holds the office of President, Deputy President or Treasurer vacates that office if the person:(a) is removed from that office by the Board, or(b) resigns that office by instrument in writing addressed to the Board, or(c) ceases to be a director.
The office of a director becomes vacant if the director:
(a) dies, or
(b) completes a term of office and is not re-elected or re-appointed, or
(c) resigns the office by instrument in writing addressed to the Board, or
(d) except in the case of the Executive Director, ceases to be a member of the Trust, or
(e) in the case of the Executive Director, is removed from office by the Board under section 8 (The Board), or
(f) is removed from office in accordance with section 225 of the Companies (New South Wales) Code , which by virtue of this section applies as if the Trust were a company, or
(g) 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, except on leave granted by the Board or unless, before the expiration of 4 weeks after the last of those meetings, the director is excused by the Board for having been absent from those meetings, or
(h) vacates office under clause 8 (Disclosure of pecuniary interests), or
(i) 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
(j) becomes a mentally incapacitated person, or
(k) is convicted in New South Wales of an offence that is punishable by imprisonment for 12 months or more or is convicted elsewhere than in New South Wales of an offence that, if committed in New South Wales, would be an offence so punishable.
(1) If the office of a non-executive director becomes vacant under clause 6, the Board may appoint a member of the Trust to fill the vacancy during the remainder of the term of office of the director unless, in the case of a vacancy under clause 6 (f), the vacancy is filled under subclause (3).
(2) In the absence of a quorum, the Executive Director is to appoint a sufficient number of persons under subclause (1) to constitute a quorum.
(3) If the office of a non-executive director becomes vacant under clause 6 (f), the vacancy may be filled during the remainder of the term of office of the director, in accordance with the rules, at the meeting at which the director is removed.
(1) If:(a) 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(b) the interest appears to raise a conflict with the proper performance of the director’s duties in relation to the consideration of the matter,the director is, as soon as possible after the relevant facts have come to the director’s knowledge, to 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, or(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 to a specified person,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).
(3) 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 on payment of the fee determined by the Board.
(4) 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:(a) to be present during any deliberation of the Board with respect to the matter, or(b) to take part in any decision of the Board with respect to the matter.
(5) For the purposes of the making of a determination by the Board under subclause (4), a director who has a direct or indirect pecuniary interest in a matter to which the disclosure relates is not:(a) to be present during any deliberation of the other directors for the purpose of making the determination, or(b) to take part in the making by the other directors of the determination.
(6) A contravention of this clause does not invalidate any decision of the Board.
(7) A director who contravenes this clause vacates office as a director.
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.
The quorum for a meeting of the Board is 7 directors.
(1) The President of the Board or, in the absence of the President, the Deputy President, or in the absence of both the President and the Deputy President, another director elected to chair the meeting by the directors present is to preside at a meeting of the Board.
(2) The person presiding at any meeting of the Board has a deliberative vote and, in the event of an equality of votes, has a second or casting vote.
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.