Schedule 1 — Provisions relating to members and procedure of the Council

(Section 8A(3))

1 (Repealed)

2 Vacation of office

The office of a member of the Council becomes vacant if the member:

(a) dies, or

(b) declines to act, or

(c) resigns the office by writing under his or her hand addressed:

        (i) in the case of a member appointed by the Minister, to the Minister, or
        (ii) in the case of a member appointed by the Council, to the Chancellor, or
        (iii) in the case of an elected member, to the Vice-Chancellor, 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 any assignment of his or her estate 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, or becomes, disqualified from managing a corporation under Part 2D.6 of the Corporations Act 2001 of the Commonwealth, or

(h) is removed from office by the Council pursuant to section 21G, or

(i) is absent from 3 consecutive meetings of the Council of which reasonable notice has been given to the member personally or in the ordinary course of post and is not, within 6 weeks after the last of those meetings, excused by the Council for his or her absence, or

(j) in the case of an elected member, or a member appointed under section 8E, ceases to be qualified for election or appointment, or

(k) in the case of a member appointed by the Minister, is removed from office by the Minister, or

(l) in the case of a member appointed by the Council, is removed from office by the Council.

3 Filling of vacancy in office of member

(1) If the office of an appointed or elected member of the Council becomes vacant, a person shall, subject to this Act and the by-laws, be appointed or elected to fill the vacancy.

(2) The by-laws may provide that, in such circumstances (other than expiration of term of office) as may be prescribed, a person shall be appointed or elected in such manner as may be prescribed instead of in the manner provided for by this Act.

4 Committees of the Council

(1) The Council may establish committees to assist it in connection with the exercise of any of its functions.

(2) It does not matter that any or all of the members of a committee are not members of the Council.

(3) The procedure for the calling of meetings of a committee and for the conduct of business at those meetings shall be as determined by the Council or (subject to any determination of the Council) by the committee.

5 Liability of Council members and others

No matter or thing done or omitted to be done by:

(a) the University, the Council or a member of the Council, or

(b) any person acting under the direction of the University or the Council,

shall, if the matter or thing was done or omitted to be done in good faith for the purpose of executing this or any other Act, subject a member of the Council or a person so acting personally to any action, liability, claim or demand.

6 General procedure

The procedure for the calling of meetings of the Council and for the conduct of business at those meetings shall, subject to this Act and the by-laws, be as determined by the Council.

6A Use of technology

(1) Without limiting clause 6, a meeting of the Council may be called or held using any technology consented to by all the members of the Council.

(2) The consent may be a standing one.

(3) A member may only withdraw his or her consent a reasonable period before the meeting.

(4) If the members are not all in attendance at one place and are holding a meeting using technology that permits each member to communicate with other members:

        (a) the members are, for the purpose of every provision of this Act and by-laws concerning meetings of the Council, taken to be assembled together at a meeting and to be present at that meeting, and
        (b) all proceedings of those members conducted in that manner are as valid and effective as if conducted at a meeting at which all of them were present.

7 Presiding member

(1) The Chancellor shall preside at all meetings of the Council at which the Chancellor is present.

(2) At any meeting of the Council at which the Chancellor is not present, the Deputy Chancellor shall preside and, in the absence of both the Chancellor and the Deputy Chancellor, a member elected by and from the members present shall preside.

(3) Except as provided by subclause (4), at the meetings of a committee constituted by the Council a member appointed by the Council (or, if no member is so appointed, elected by and from the members present) shall preside.

(4) At any meeting of a committee constituted by the Council at which the Chancellor is present, the Chancellor is entitled, if he or she so desires, to preside at that meeting.

8 Quorum

At any meeting of the Council, a majority of the total number of members for the time being of the Council constitutes a quorum.

9 Voting

A decision supported by a majority of the votes cast at a meeting of the Council at which a quorum is present is the decision of the Council.

10 Remuneration

The Council may, but need not, provide from time to time for a member of the Council to be paid such remuneration (if any) as is determined by a resolution passed by at least two-thirds of the members of the Council.