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Australian Research Council Bill 2001

Part 3 The Board of the ARC

Division 1 Establishment and functions

8   Establishment of the Board

                   The Board of the ARC is established by this section.

9   The Board’s functions

                   In addition to the functions conferred on the Board by other provisions of this Act, the Board has the functions of:

                     (a)  deciding the ARC’s goals, priorities, policies and strategies; and

                     (b)  ensuring that the ARC’s functions are performed properly, efficiently and effectively.

Note:          Provisions relevant to the proper performance of the ARC’s functions include (in addition to the provisions giving the ARC those functions) section 10 (obligation to ensure Ministerial directions complied with) and section 11 (obligation to comply with general Government policies).

10   Ministerial directions about performance of Board’s functions

             (1)  The Minister may, by written notice given to the Chair, give directions to the Board about the performance of the Board’s functions.

             (2)  Particulars of any directions given by the Minister under this section in a financial year must be included in the annual report for the ARC for the financial year.

             (3)  The Board must comply with any directions given to it under this section.

11   Notification of general Commonwealth Government policies that are to apply to ARC etc.

             (1)  The Minister may, by written notice given to the Chair, notify the Board of general policies of the Commonwealth Government that are to apply in relation to all or any of the following:

                     (a)  the ARC;

                     (b)  the Board (which includes the CEO);

                     (c)  the committees referred to in section 30;

                     (d)  the staff referred to in section 41.

             (2)  Particulars of any notifications given by the Minister under this section in a financial year must be included in the annual report for the ARC for the financial year.

             (3)  The Board must ensure that any policies notified under this section are complied with.



 

Division 2 Membership

12   Membership of Board

                   The Board consists of:

                     (a)  a Chair; and

                     (b)  the people who, from time to time, hold the following offices:

                              (i)  CEO of the ARC;

                             (ii)  the Chief Scientist;

                            (iii)  Chairperson of the National Health and Medical Research Council (established by the National Health and Medical Research Council Act 1992 );

                            (iv)  Secretary of the Department of Education, Training and Youth Affairs;

                             (v)  Secretary of the Department of Industry, Science and Resources; and

                     (c)  8 other members.

Note:          The performance of the Board’s functions and the exercise of its powers is not affected merely because of a vacancy or vacancies in the membership of the Board (see subsection 33(2B) of the Acts Interpretation Act 1901 ).

13   Appointment of Chair

             (1)  The Chair is to be appointed by the Governor-General by written instrument for the period specified in the instrument of appointment. That period must not exceed 3 years.

             (2)  A person appointed under this section must be someone who:

                     (a)  in the Minister’s opinion, is a prominent member of the Australian community and is held in high regard by the research community; and

                     (b)  is not an APS employee within the meaning of the Public Service Act 1999 .

14   Appointment of the 8 members referred to in paragraph 12(c)

             (1)  The 8 Board members referred to in paragraph 12(c) are to be appointed by the Minister by written instrument for the periods specified in their instruments of appointment. A specified period must not exceed 3 years.

             (2)  The Minister must, in making appointments under this section, try to ensure that the composition of the Board reflects the breadth of academic, industry and community interests in the outcomes of research.

             (3)  The Minister must not appoint a person under this section if the person is an APS employee within the meaning of the Public Service Act 1999 .

15   Acting appointments

             (1)  The Minister may appoint a person to act as an appointed member:

                     (a)  during a vacancy in the office of the member (whether or not an appointment has previously been made to the office); or

                     (b)  during any period, or during all periods, when the member is absent from duty or from Australia, or is, for any reason, unable to perform the duties of the office.

             (2)  Anything done by a person purporting to act under an appointment under subsection (1) is not invalid merely because:

                     (a)  the occasion for the appointment had not arisen; or

                     (b)  there was a defect or irregularity in connection with the appointment; or

                     (c)  the appointment had ceased to have effect; or

                     (d)  the occasion to act had not arisen or had ceased.

Note:          For more information about acting appointments, see section 33A of the Acts Interpretation Act 1901 .

16   Appointed members hold office on part-time basis

                   An appointed member holds office on a part-time basis.

17   Remuneration and allowances of appointed members

             (1)  An appointed member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the member is to be paid the remuneration that is prescribed by the regulations.

             (2)  An appointed member is to be paid the allowances that are prescribed by the regulations.

             (3)  This section has effect subject to the Remuneration Tribunal Act 1973 .

18   Appointed members may be granted leave of absence from meetings

             (1)  The Minister may grant the Chair leave to be absent from a meeting or meetings of the Board on the terms and conditions that the Minister determines.

             (2)  The Chair may grant another appointed member leave to be absent from a meeting or meetings of the Board on the terms and conditions that the Chair determines.

19   Other terms and conditions of appointed members

             (1)  The Chair holds office on the terms and conditions (in relation to matters not otherwise covered by this Act) that are determined in writing by the Governor-General.

             (2)  The other appointed members hold office on the terms and conditions (in relation to matters not otherwise covered by this Act) that are determined in writing by the Minister.

20   Resignation of appointed member

             (1)  The Chair may resign his or her appointment by giving a written resignation to the Governor-General.

             (2)  Any other appointed member may resign his or her appointment by giving a written resignation to the Minister.

21   Termination of appointment of Chair

             (1)  The Governor-General may terminate the appointment of the Chair for misbehaviour or physical or mental incapacity.

             (2)  The Governor-General must terminate the appointment of the Chair if:

                     (a)  the Chair:

                              (i)  becomes bankrupt; or

                             (ii)  applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or

                            (iii)  compounds with his or her creditors; or

                            (iv)  makes an assignment of his or her remuneration for the benefit of his or her creditors; or

                     (b)  the Chair is absent, except on leave of absence granted under subsection 18(1), from 3 consecutive meetings of the Board; or

                     (c)  the Chair engages in paid employment that conflicts or could conflict with the proper performance of the Chair’s duties; or

                     (d)  the Chair fails, without reasonable excuse, to comply with section 27 (disclosure of interests).

22   Termination of appointment of other appointed members

             (1)  The Minister may terminate the appointment of an appointed member, other than the Chair (who is dealt with in section 21), for misbehaviour or physical or mental incapacity.

             (2)  The Minister must terminate the appointment of an appointed member, other than the Chair, if:

                     (a)  the member:

                              (i)  becomes bankrupt; or

                             (ii)  applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or

                            (iii)  compounds with his or her creditors; or

                            (iv)  makes an assignment of his or her remuneration for the benefit of his or her creditors; or

                     (b)  the member is absent, except on leave of absence granted under subsection 18(2), from 3 consecutive meetings of the Board; or

                     (c)  the member engages in paid employment that conflicts or could conflict with the proper performance of the member’s duties; or

                     (d)  the member fails, without reasonable excuse, to comply with section 27 (disclosure of interests).



 

Division 3 Meetings

23   Convening meetings

             (1)  Subject to subsection (3), the Chair may convene a meeting of the Board at any time.

             (2)  The Minister may convene a meeting of the Board at any time.

             (3)  The Chair, in exercising his or her power to convene meetings, must ensure that meetings of the Board are scheduled to meet the following requirements:

                     (a)  the first meeting of the Board must be within 3 months after the commencement of this Act;

                     (b)  there must be a minimum of 4 meetings each year;

                     (c)  the period between a meeting and the next meeting must not be more than 6 months.

24   Presiding at meetings

                   A meeting of the Board must be presided over by:

                     (a)  if the Chair is present—the Chair; or

                     (b)  otherwise—a member who is present and who is elected by a majority of the members present to preside.

25   Quorum

                   At a meeting of the Board a quorum is constituted by such number of members as constitutes a majority of the members then holding office.

Note:          For example:

(a)           if there are 14 members holding office, the quorum will be 8; or

(b)           if (because of vacancies) there are only 11 members holding office, the quorum will be 6.

26   Voting at meetings

             (1)  A question arising at a meeting of the Board is to be determined by a majority of the votes of Board members present and voting.

             (2)  The person presiding at a meeting has:

                     (a)  a deliberative vote; and

                     (b)  if necessary, also a casting vote.

27   Disclosure of interests

             (1)  A Board member who has a direct or indirect pecuniary interest in a matter that is being considered, or is about to be considered, by the Board must disclose the nature of the interest at a meeting of the Board.

             (2)  The disclosure must be made as soon as possible after the relevant facts have come to the member’s knowledge, and must be recorded in the minutes of the meeting.

             (3)  Unless the Board otherwise determines, the member:

                     (a)  must not be present during any deliberation by the Board on the matter; and

                     (b)  must not take part in any decision of the Board on the matter.

             (4)  For the purposes of any determination being made under subsection (3), a Board member who has a direct or indirect pecuniary interest in the matter to which the disclosure relates:

                     (a)  must not be present during any deliberation of the Board on whether to make the determination; and

                     (b)  must not take part in making the determination.

             (5)  This section has effect subject to subsection 38(5) (which completely prohibits the CEO from participating in deliberations and decisions relating to a proposal to appoint a person as the next CEO or to terminate the CEO’s appointment).

28   Conduct of meetings

             (1)  The Board may regulate proceedings at its meetings as it considers appropriate. However, proceedings at a meeting must not be inconsistent with the other provisions of this Division.

Note:          Section 33B of the Acts Interpretation Act 1901 provides for people to participate in meetings by various means of communication (e.g. telephone).

             (2)  Without limiting subsection (1), the Board may invite a person to attend a meeting for the purpose of advising or informing the Board on any matter.

             (3)  The Board must ensure that minutes of its meetings are kept.      

29   Certain Board members may be represented at meetings by another person

             (1)  A Board member (the nominating member ) referred to in paragraph 12(b) who does not attend a meeting of the Board may be represented at that meeting by a person (the representative ) nominated for the purpose by the Board member. The nomination must be made by notice (whether in writing or otherwise) given to the Chair.

             (2)  The representative:

                     (a)  counts for the purpose of determining whether there is a quorum at the meeting; and

                     (b)  subject to subsections (3) and (4), may participate (including by voting) in the meeting as if he or she were the nominating member.

             (3)  In participating in the meeting, the representative must comply with any instructions given to him or her by the nominating member.

             (4)  Section 27 (disclosure of interests) applies to the representative in relation to the following direct or indirect interests in matters being, or about to be, considered at the meeting:

                     (a)  interests of the representative;

                     (b)  interests of the nominating member of which the representative is aware.