UNIVERSITY OF NOTRE DAME AUSTRALIA ACT 1989 - SECT 15C

UNIVERSITY OF NOTRE DAME AUSTRALIA ACT 1989 - SECT 15C

15C .         Duties of directors and removal for breach

        (1)         Each member of the Board of Directors —

            (a)         must at all times act honestly in the performance of the functions of a member of the Board, whether within or outside the State;

            (b)         must at all times exercise the degree of care and diligence in the performance of the functions of a member of the Board, whether within or outside the State, that a reasonable person in that position would reasonably be expected to exercise in the Board’s circumstances;

            (c)         must at all times act in the best interests of the University and give precedence to the interests of the University over the interests of any person appointing or nominating a member of the Board;

            (d)         must not, whether within or outside the State, make improper use of information acquired by virtue of the position of member of the Board to gain, directly or indirectly, an advantage for any person or to cause detriment to the University;

            (e)         must not, whether within or outside the State, make improper use of the position of member of the Board to gain, directly or indirectly, an advantage for any person or to cause detriment to the University;

            (f)         must disclose interests in accordance with rules made by the Trustees under section 19.

        (2)         The Board of Directors may, subject to subsection (3) and in accordance with rules made by the Trustees under section 19, remove from office a member of the Board mentioned in section 15A(c) for breach of a duty mentioned in subsection (1).

        (3)         The removal from office may be effected only if the motion for removal is supported by a majority comprising enough of the members for the time being of the Board of Directors for their number to be at least two-thirds of the total number of offices (whether vacant or not) of member of the Board.

        (4)         This section applies only in relation to a breach of a duty mentioned in this section that occurs after the Universities Legislation Amendment Act 2005 comes into operation .

        (5)         Nothing in this section affects —

            (a)         any other duty a member of the Board of Directors may have under any other law; or

            (b)         the operation of any other law in relation to such a duty.

        [Section 15C inserted: No. 8 of 2005 s. 43; amended: No. 32 of 2016 s. 129.]