New South Wales Consolidated Acts New South Wales Consolidated Acts(Sections 21 and 39)
In this Schedule:
"board" means board of an authority.
"Chairperson" means:
(a) in relation to the State Council-the Chairperson of the State Council,
(b) in relation to a board-the Chairperson of the board."Deputy Chairperson" means the Deputy Chairperson of a board or of the State Council.
(1) For the purposes of this Schedule, a "pecuniary interest" is an interest that a person has in a matter because of a reasonable likelihood or expectation of appreciable financial gain or loss to the person or another person with whom the person is associated as provided in clause 3.
(2) A person does not have a pecuniary interest in a matter if the interest is so remote or insignificant that it could not reasonably be regarded as likely to influence any decision the person might make in relation to the matter or if the interest is of a kind specified in clause 3.
(1) For the purposes of this Schedule, a person has a pecuniary interest in a matter if the pecuniary interest is the interest of:(a) the person, or(b) another person with whom the person is associated as provided in this section.
(2) A person is taken to have a pecuniary interest in a matter if:(a) the person’s spouse or de facto partner or a relative of the person, or a partner or employer of the person, has a pecuniary interest in the matter, or(b) the person, or a nominee, partner or employer of the person, is a member of a company or other body that has a pecuniary interest in the matter.Note: “De facto partner” is defined in section 21C of the Interpretation Act 1987 .
(3) However, a person is not taken to have a pecuniary interest in a matter as referred to in subclause (2):(a) if the person is unaware of the relevant pecuniary interest of the spouse, de facto partner, relative, partner, employer or company or other body, or(b) just because the person is a member or director of, or is employed by, the State Council or an authority or a statutory body or is employed by the Crown, or(c) just because the person is a member or director of, or a delegate of the State Council or an authority, a company or other body that has a pecuniary interest in the matter, so long as the person has no beneficial interest in any shares of the company or body.
(1) Subject to this Schedule and the regulations, a member holds office for such period as is specified in the member’s instrument of appointment, but is eligible (if otherwise qualified) for re-appointment.
(2) A person is not eligible to hold office as a member for more than 8 years in total or such other period as may be prescribed by the regulations (whether or not involving consecutive terms of office).
(1) A member is entitled to be paid by the State Council such remuneration (including travelling and subsistence allowances) as the Minister may from time to time determine in respect of the member.
(2) An authority must pay to its directors in respect of the exercise of their functions such fees, allowances and expenses at such rates as may be fixed from time to time by the Minister, or such lesser amount as the directors elect to receive.
(3) The Minister may fix different rates under subclause (2) for elected and appointed directors.
(4) A fee paid under this clause does not constitute salary for the purposes of any Act.
(1) The office of a member or director becomes vacant if the member or 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, in the case of a member, to the Minister or, in the case of a director, to the board, or(d) is removed from office by the Minister under this clause, or(e) is, except on leave granted by the Minister in the case of a member or by the board in the case of the director, absent from 4 consecutive meetings of the State Council or board, respectively, of which reasonable notice has been given to the member or director personally or by post, or(f) 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(g) becomes a mentally incapacitated person, or(h) 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(i) in the case of an elected director-ceases:(i) to be an occupier or owner of a holding that consists wholly or partly of rateable land that:(A) is within the division for which the person was elected or appointed, or(B) if the district is not divided into divisions, is within the district, or(ii) to hold any other qualification for election as a director, or(j) in the case of a member appointed under section 20 (1) (a)-ceases to be a director.
(1A) Subclause (1) (j) does not apply if a person ceases to be a director by completing a term of office as director.Note: A person who ceases to be a director by completing a term of office will continue to be a member of the State Council until the person’s term of office as such a member concludes. However, if the person ceases to be a director for another reason (for example, failure to attend board meetings), the person will also cease to be a member of the State Council.
(2) The Minister may, by notice published in the Gazette, remove any member or director from office:(a) at any time for incapacity, incompetence or misbehaviour, or(b) in relation to a director-on the recommendation of the State Council under section 57E.
(3) A member or director is entitled to be heard before a finding of incapacity, incompetence or misbehaviour is made in respect of the member or director under subclause (2).
(4) The Minister may, but is not obliged to, refer the hearing of an allegation of incapacity, incompetence or misbehaviour in respect of a member or director to a person or body whom or which the Minister has designated for the purpose.
(5) As soon as practicable after an allegation of incapacity, incompetence or misbehaviour is referred to a person or body in accordance with subclause (4), the person or body must hear the allegation and then report the findings to the Minister.
(6) A resignation of a member or director in accordance with subclause (1) (c) takes effect on the date specified in the instrument of resignation or on the date that the instrument is received, in the case of a member, by the Minister or, in the case of a director, by the authority (whichever is the later).
If the office of a member or appointed director becomes vacant, a person is, subject to this Act, to be appointed to fill the vacancy.
(1) If the office of an elected director becomes vacant, a person is, subject to this Act, to be elected to fill the vacancy. The director so elected holds office, subject to clause 6, for the remainder of the term of office of the director whose office he or she is filling.
(2) If the vacation of office occurs within 6 months before the term of office of an elected director would have expired, the Minister may appoint a person who would be qualified to be elected as a director to fill the office for the remainder of that term.
(3) The term of office of a person elected or appointed in accordance with this clause is to be disregarded for the purposes of clause 9 (3) of Schedule 2.
(1A) The members of the State Council are to elect a Chairperson and Deputy Chairperson from among the members of that Council appointed under section 20 (1) (a) and (b).
(1) In the absence of the Chairperson of the State Council, the Deputy Chairperson of the State Council may, if available, act in the place of the Chairperson.
(2) While acting in the place of the Chairperson, the Deputy Chairperson has all the functions of the Chairperson and is taken to be the Chairperson.
(3) The Chairperson or Deputy Chairperson vacates office as Chairperson or Deputy Chairperson if the person ceases to be a member.
(1) The board must elect one of its directors to be Chairperson, and another to be Deputy Chairperson, of the board:(a) at the first meeting of the board held after a general election, and(b) at the next meeting held after each anniversary of the holding of that first meeting.
(2) A person ceases to hold office as Chairperson or Deputy Chairperson:(a) if he or she:(i) resigns the office, or(ii) is removed from that office by the board, or(iii) ceases to hold office as a director, or(b) at the conclusion of the meeting of the board at which a successor in office is elected.
(2A) The Chairperson or Deputy Chairperson does not cease to be a director merely because he or she ceases to be Chairperson or Deputy Chairperson.
(2B) If a vacancy occurs in the office of Chairperson or Deputy Chairperson, the board must, at the next meeting, elect one of its directors to fill that vacancy.
(3) If both the Chairperson and Deputy Chairperson are absent from a meeting of a board, the directors present must elect one of their number to preside over the meeting.
(4) The Deputy Chairperson of a board may act in the office of Chairperson during such period as the Chairperson is prevented by absence, illness or other cause from carrying out any function of that office.
(5) While so acting, the Deputy Chairperson has the Chairperson’s functions.
(1) If it is disclosed to the directors of a board, or they have reason to believe, that a director has or may have a direct or indirect pecuniary interest in a proposed contract with the authority, the authority:(a) must, by notice published in a newspaper circulating in its district, invite tenders for the proposed contract, and(b) must not enter into the proposed contract unless satisfied that, in all the circumstances of the case, none of the tenders submitted is more advantageous than the proposed contract.
(2) The notice inviting tenders must:(a) set out the nature of the work or services to be performed or the goods to be supplied under the contract, and(b) invite persons willing to perform the work or services or supply the goods to submit tenders to the authority on or before a specified date at least 21 days after publication of the notice.
(3) This clause does not apply in the case of an emergency.
(1) If:(a) a member has a direct or indirect pecuniary interest in a matter being considered or about to be considered at a meeting of the State Council or a director has a direct or indirect pecuniary interest in a matter being considered or about to be considered at a meeting of a board, and(b) the interest appears to raise a conflict with the proper performance of the member’s or director’s duties in relation to the consideration of the matter,the member or director must, as soon as possible after the relevant facts have come to the member’s or director’s knowledge, disclose the nature of the interest at a meeting of the State Council or board, respectively.
(2) A disclosure by a member or director at a meeting of the State Council or board that the member or 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 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 the State Council or board in a book kept for the purpose and that book must be open at all reasonable hours to inspection by any person on payment of the fee (not exceeding the amount, if any, prescribed by the regulations) determined by the State Council or board.
(4) After a member or director has disclosed the nature of an interest in any matter, the member or director must not, unless the Minister or the State Council or board otherwise determines:(a) be present during any deliberation of the State Council or board with respect to the matter, or(b) take part in any decision of the State Council or board with respect to the matter.
(5) For the purposes of the making of a determination by the State Council or board under subclause (4), a member or director who has a direct or indirect pecuniary interest in a matter to which the disclosure relates must not:(a) be present during any deliberation of the State Council or board for the purpose of making the determination, or(b) take part in the making by the State Council or board of the determination.
(6) A contravention of this clause does not invalidate any decision of the State Council or board.
(7) This clause does not prevent a person from taking part in the consideration or discussion of, or from voting on any question relating to the following:(a) the making or levying of a rate or charge,(b) the fixing or charging of a fee for the supply to a relative of the person by the authority of any commodity or service provided by the authority in the same manner and subject to the same conditions as apply to persons who are not subject to this clause,(c) the payment of fees and expenses and the provision of facilities to members or directors (including the Chairperson).
(1) The State Council or authority must insure its members or directors against personal injury and death arising out of or in the course of:(a) their attendance at any meeting of the State Council or board or a committee of the State Council or board which they are authorised or required to attend, and(b) their performing any business of the State Council or the authority with the approval of the State Council or the authority, and(c) any journey in connection with any such business.
(2) The State Council or authority is to be regarded as having an insurable interest in respect of any such contract of insurance.
(3) As soon as practicable after receiving an amount of money under any such contract of insurance, the State Council or the authority must, after deducting any expenses incurred in recovering the amount, pay the balance to the member concerned or, if the member or director has died, to the member’s or director’s executor or administrator.
(1) Part 2 of the Public Sector Management Act 1988 does not apply to or in respect of the appointment of a member or director.
(2) If by or under any Act provision is made:(a) requiring a person who is the holder of a specified office to devote the whole of his or her time to the duties of that office, or(b) prohibiting the person from engaging in employment outside the duties of that office,the provision does not operate to disqualify the person from holding that office and also the office of a member or director or from accepting and retaining any remuneration payable to the person under this Act as a member or director.
The procedure for the calling of meetings of the State Council or a board and for the conduct of business at those meetings is, subject to this Act and the regulations, to be as determined by the State Council or the board.
(1) A board must hold its first meeting:(a) where all the vacant positions of elected directors are filled at a general election-within one month, or within such extended period as the State Council allows, after that election, or(b) in any other case-on or before such date as the State Council decides.
(2) The chairperson must, unless the State Council otherwise approves, convene meetings of the board so that the board meets at least once every month.
(3) If the offices of Chairperson and Deputy Chairperson of a board of an authority are vacant, the senior administrative member of staff of the authority is to convene any meeting of the board required by this clause.
A board must:
(a) record minutes of all proceedings of meetings of the board, and
(b) ensure that those minutes are signed by the person presiding at the meeting at which the proceedings took place or by the person presiding at the next succeeding meeting of the board.
(1) A board must give notice to the public of the times and places of its meetings and meetings of those of its committees of which all the members are directors.
(2) Notice is to be given in such manner as the board considers appropriate.
(3) A board and each such committee must have available for the public at its principal office copies (for inspection or taking away by any person) of the agenda of a proposed meeting. This requirement does not apply to a matter that, in the opinion of the Chairperson of the board, is likely to be considered when the meeting is closed to the public or to any correspondence or reports that, in the opinion of the Chairperson, are likely to be the subject of a resolution that they be treated as confidential.
(4) The copies are to be available as nearly as possible to the time they are available to directors.
(5) The copies are to be available free of charge.
(1) Ratepayers and persons who have a direct interest in a matter on the agenda for a board are entitled to attend a meeting of the board and those of its committees of which all the members are directors, except as provided by this clause.
(2) A board or such a committee may close only so much of its meeting as comprises the receipt or discussion of any of the following:(a) personal matters concerning particular individuals,(b) the personal hardship of any occupier or owner of land in the district,(c) commercial information, the disclosure of which would be likely to prejudice the commercial position of the person who supplies it or to reveal a trade secret,(d) proposals for the sale or purchase of land or entering into contracts of any kind, if prior knowledge of those proposals could confer an unfair financial advantage to any person,(e) information that is subject to legal obligations of confidence,(f) the receipt and consideration of legal advice concerning litigation or which would otherwise be privileged from production in legal proceedings on the ground of client legal privilege,(g) information the disclosure of which would prejudice the maintenance of law,(h) matters affecting the security of the board, directors, board staff or board property.
(3) The grounds on which a meeting is closed must be specified in the decision to close the meeting and recorded in the minutes of the meeting.
(4) A person (whether a director or other person) is not entitled to be present at a meeting of the board or such a committee if expelled from the meeting:(a) by a resolution of the meeting, or(b) by the person presiding at the meeting, if the board has, by resolution, authorised the person presiding to exercise the power of expulsion.
The quorum for a meeting of the State Council, or a board of an authority, is a majority of the members, or the directors of the board, for the time being.
(1) The Chairperson (or, in the absence of the Chairperson, the Deputy Chairperson or other person elected to preside over the meeting) is to preside at a meeting of the State Council or board.
(2) The presiding member or director 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 State Council or a board at which a quorum is present is the decision of the State Council or board.
(1) The State Council or a board may establish committees to assist it in the exercise of its functions.
(2) It does not matter that any or all members of a committee are not members or directors.
(3) The procedure for calling meetings of such a committee is to be determined by the State Council or the board, or, subject to any determination of the State Council or board, the committee.
(1) The State Council may, if it thinks fit, transact any of its business by the circulation of papers among all the members of the State Council for the time being, and a resolution in writing approved in writing by a majority of those members is taken to be a decision of the State Council.
(2) The State Council may, if it thinks fit, transact any of its business at a meeting at which members (or some members) participate by telephone, closed-circuit television or other means, but only if any member who speaks on a matter at the meeting can be heard by the other members.
(3) For the purposes of:(a) the approval of a resolution under subclause (1), or(b) a meeting held in accordance with subclause (2),the Chairperson and each member have the same voting rights as they have at an ordinary meeting of the State Council.
(4) A resolution approved under subclause (1) is, subject to the regulations, to be recorded in the minutes of the meetings of the State Council.
(5) Papers may be circulated among the members for the purposes of subclause (1) by facsimile or other transmission of the information in the papers concerned.