New South Wales Consolidated Acts New South Wales Consolidated Acts(Section 12)
Subject to this Schedule, a member of a corporation holds office for such period as may be specified in the by-laws, but is eligible (if otherwise qualified) for reappointment.
If the office of any member of a corporation becomes vacant, a person is to be appointed to fill the vacancy in accordance with the by-laws.
The office of a member of a corporation becomes vacant if the member:
(a) dies, or
(b) completes a term of office and is not reappointed, or
(c) resigns the office by instrument in writing addressed to the corporation, or
(d) 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
(e) becomes a mentally incapacitated person, or
(f) 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, or
(g) is absent from 3 consecutive meetings of the corporation of which reasonable notice has been given to the member, except on leave granted by the corporation or unless, before the expiration of 4 weeks after the last of those meetings, the member is excused by the corporation for having been absent from the meetings.
(1) If:(a) a member of a corporation has an interest in a matter being considered or about to be considered at a meeting of the corporation, and(b) the interest appears to raise a conflict with the proper performance of the member’s duties in relation to the consideration of the matter,the member must, as soon as possible after the relevant facts have come to the member’s knowledge, disclose the nature of the interest at a meeting of the corporation.
(2) A disclosure by a member at a meeting of the corporation that the member:(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 that may arise after the date of the disclosure and that is required to be disclosed under subclause (1).
(3) Particulars of any disclosure made under this clause must be recorded by a corporation in a book kept for the purpose and that book must be open at all reasonable hours to inspection by any person.
(4) After a member of a corporation has disclosed the nature of an interest in any matter, the member must not, unless the corporation otherwise determines:(a) be present during any deliberation of the corporation with respect to the matter, or(b) take part in any decision of the corporation with respect to the matter.
(5) For the purpose of the making of a determination by a corporation under subclause (4), a member of a corporation who has an interest in a matter to which the disclosure relates must not:(a) be present during any deliberation of the corporation for the purpose of making the determination, or(b) take part in the making by the corporation of the determination.
(6) A contravention of this clause does not invalidate any decision of the corporation.
A matter or thing done by a corporation, a member of a corporation or any person acting under the direction of a corporation does not, if the matter or thing was done in good faith for the purpose of executing this or any other Act, subject the member or a person so acting personally to any action, liability, claim or demand.
(1) The procedure for the calling of meetings of a corporation and for the conduct of business at those meetings is, subject to this Schedule, to be as determined by the corporation.
(2) The Clerk of the General Assembly is to call the first meeting of a corporation in such manner as it thinks fit.
(1) The quorum for a meeting of a corporation is one-third of the members for the time being of the corporation.
(3) Every meeting at which a quorum is present is competent to transact any business of the corporation.
(1) A member of a corporation elected to chair a meeting of the corporation by the members present is to preside at the meeting.
(2) The member presiding at a meeting of a corporation has a deliberative vote and, in the event of an equality of votes, has a second or casting vote.
(1) A decision supported by a majority of the votes cast at a meeting of a corporation at which a quorum is present is a decision of the corporation.
A corporation must cause full and accurate minutes to be kept of the proceedings of each meeting of the corporation.