Part 3 — The Council, authorities and officers of the University

DIVISION 1 — The Council

8 Definitions

In this Division:

appointed member means a Council appointed member or a Ministerially appointed member.

categories of members — see section 8B(3).

constitution rules — see section 8B(4).

elected member — see section 8D.

external person means a person other than a member of the academic or professional staff of the University or an undergraduate or graduate student of the University.

Council appointed member — see section 8F.

graduate member — see section 8E.

Ministerially appointed member — see section 8G.

official member — see section 8H.

8A Council

(1) There is to be a Council of the University.

(2) The Council is the governing authority of the University and has the functions conferred or imposed on it by or under this Act.

(3) Schedule 1 has effect in relation to the members and procedure of the Council.

8B Size of Council

(1) The Council is to consist of a minimum of 11, and a maximum of 22, members.

(2) The total number of members is to be determined from time to time by a resolution passed by at least two-thirds of the members of the Council (the total number of members).

(3) The Council is to include the following categories of members:

        (a) official members,
        (b) elected members,
        (c) Council appointed members,
        (d) Ministerially appointed members.

(4) Subject to subsection (6), the number of members (other than official members) in each category is to be prescribed by rules made by the Council (in this Division called the constitution rules).

(5) A rule for the purposes of subsection (4) may be made only by a resolution passed by at least two-thirds of the members of the Council.

(6) The majority of the total number of members must be external persons.

_{Note. Depending on the circumstances, the Chancellor may be counted as an external person for the purposes of subsection (6).}

(7) The number of members in any one category of members must not at any time constitute a majority of the total number of members.

(8) The Council must give the Minister written notice of the terms of any resolution passed under this section within 7 days after it is passed.

8C Qualifications and experience of members

(1) Of the members of the Council:

        (a) at least 2 must have financial expertise (as demonstrated by relevant qualifications and by experience in financial management at a senior level in the public or private sector), and
        (b) at least one must have commercial expertise (as demonstrated by relevant experience at a senior level in the public or private sector).

(2) All appointed members must have expertise and experience relevant to the functions exercisable by the Council and an appreciation of the object, values, functions and activities of the University.

8D Elected staff and student members

(1) The constitution rules are to prescribe the number of persons to comprise the following categories of members:

        (a) elected (academic staff) members,
        (b) elected (professional staff) members,
        (c) elected (student) members.

_{Note. There may also be elected (graduate) members if the constitution rules so provide — see section 8E.}

(2) Of the members elected under this section:

        (a) at least one must be a member of the academic staff of the University elected by members of the academic staff, and
        (b) at least one must be a member of the professional staff of the University elected by members of the professional staff, and
        (c) at least one must be a student of the University who:
                (i) is not employed on a full-time basis (or on such other basis as the by-laws may prescribe) as a member of the academic or professional staff of the University, and
                (ii) is elected by the students of the University.

(3) The members referred to in subsection (2)(a)–(c) are:

        (a) to have such qualifications as may be prescribed by the by-laws, and
        (b) to be elected in the manner prescribed by the by-laws.

8E Graduate members

(1) At least one member of the Council, or such greater number of members as may be prescribed by the constitution rules, must be external persons who are graduates of the University.

(2) The constitution rules may provide for the persons referred to in subsection (1) to become members of the Council in any one or more (or combination) of the following ways:

        (a) by election as elected (graduate) members in the manner prescribed by the by-laws,
        (b) by appointment by the Council under section 8F,
        (c) by appointment by the Minister under section 8G.

(3) A rule providing for the appointment of a member by the Minister under section 8G may be made only with the approval of the Minister.

(4) The members referred to in subsection (1) are to have such qualifications (if any) as may be prescribed by the by-laws.

8F Council appointed members

(1) The Council may appoint as members of the Council such number of external persons as is prescribed by the constitution rules for the category of Council appointed members.

(2) The by-laws are to prescribe the procedures for the nomination of persons for appointment under this section.

8G Ministerially appointed members

(1) The Minister may appoint as members of the Council 2 external persons, or such greater number of external persons (not exceeding 6) as is prescribed by the constitution rules for the category of Ministerially appointed members.

(2) The Minister may not appoint a member of the Parliament of New South Wales, the Parliament of the Commonwealth or another State or the Legislative Assembly of a Territory as a Ministerially appointed member.

(3) Without limiting the discretion of the Minister under subsection (1), the Council may suggest to the Minister persons who the Council considers would be appropriate for appointment by the Minister.

8H Official members

The official members of the Council are the following:

(a) the Chancellor,
(b) the Vice-Chancellor,
(c) the person for the time being holding the office of presiding member of the Academic Board (if the person is not the Vice-Chancellor) or of deputy presiding member of the Academic Board (if the presiding member is the Vice-Chancellor).

9 Term of office

(1) Subject to this Act, a member of the Council holds office as follows:

        (a) in the case of an official member, while the member holds the office by virtue of which he or she is a member,
        (b) in the case of a Ministerially appointed member or Council appointed member, for such term (not exceeding 4 years) as may be specified in the member's instrument of appointment,
        (c) in the case of an elected member other than an elected (graduate) member, for such term (not exceeding 2 years) as may be prescribed by the by-laws,
        (d) in the case of an elected (graduate) member, for such term (not exceeding 4 years) as may be prescribed by the by-laws.

(2) The need to maintain an appropriate balance of experienced and new members on the Council must be taken into account:

        (a) by the Council, when making the by-laws required under this section, and
        (b) by the Minister and the Council, when appointing members to the Council.

(3) A person must not be appointed or elected to serve more than 12 consecutive years of office (unless the Council otherwise resolves in relation to the person).

DIVISION 2 — Other officers and bodies

10 Chancellor

(1) The Council shall:

        (a) at its first meeting or as soon as practicable thereafter, and
        (b) whenever a vacancy in the office of Chancellor occurs,

elect a person (whether or not a member of the Council) to be Chancellor of the University.

(2) The Chancellor, unless he or she sooner resigns or is removed from office as Chancellor or ceases to be a member of the Council, holds office for such period (not exceeding 4 years), and on such conditions, as may be prescribed by the by-laws.

(3) The Chancellor has the functions conferred or imposed on the Chancellor by or under this or any other Act.

11 Deputy Chancellor

(1) The Council shall:

        (a) at its first meeting or as soon as practicable thereafter, and
        (b) whenever a vacancy in the office of Deputy Chancellor occurs,

elect one of its members to be Deputy Chancellor of the University.

(2) The Deputy Chancellor, unless he or she sooner resigns or is removed from office as Deputy Chancellor or ceases to be a member of the Council, holds office for 2 years from the date of his or her election and on such conditions as may be prescribed by the by-laws.

(3) In the absence of the Chancellor, or during a vacancy in the office of Chancellor or during the inability of the Chancellor to act, the Deputy Chancellor has all the functions of the Chancellor.

11A Removal from office of Chancellor or Deputy Chancellor

(1) The Council may remove the Chancellor or Deputy Chancellor from office by a no confidence motion passed in accordance with this section if it considers it in the best interests of the University to do so.

(2) The removal from office may be effected only if the no confidence motion is supported by at least a two-thirds majority of the total number of members for the time being of the Council at two consecutive ordinary meetings of the Council.

(3) The Chancellor or Deputy Chancellor may be removed from office under this section despite section 21G (6) and without the need to establish any breach of duty.

(4) This section applies to the Chancellor and Deputy Chancellor holding office on the commencement of this section and all subsequent holders of those offices.

12 Vice-Chancellor

(1) The Council shall, whenever a vacancy in the office of Vice-Chancellor occurs, appoint a person, whether a member of the Council or not, to be Vice-Chancellor of the University.

(2) The Vice-Chancellor holds office for such period, and on such conditions, as the Council determines.

(3) The Vice-Chancellor is the chief executive officer of the University and has such functions as are conferred or imposed on the Vice-Chancellor by or under this or any other Act.

13 Visitor

(1) The Governor is the Visitor of the University but has ceremonial functions only.

(2) Accordingly, the Visitor has no functions or jurisdiction with respect to the resolution of disputes or any other matter concerning the affairs of the University (other than a matter involving the exercise of ceremonial functions only).

14 Convocation

(1) Convocation shall consist of:

        (a) the members and past members of the Council,
        (b) the graduates of the University,
        (c) the professors and full-time members of the academic staff of the University and such other members or classes of members of the staff of the University as the by-laws may prescribe, and
        (d) such graduates of other universities, or other persons, as are, in accordance with the by-laws, admitted as members of Convocation.

(2) The first meeting of Convocation shall be convened by the Vice-Chancellor.

(3) Subject to the by-laws, meetings of Convocation shall be convened and the business at the meetings shall be as determined by Convocation.

(4) A quorum at any meeting of Convocation shall be such number of members as may be prescribed by the by-laws.

(5) Convocation has such functions as may be prescribed by the by-laws.

(6) The Council may establish a Standing Committee and such other committees of Convocation as it considers necessary.

15 Academic Board

(1) There shall be an Academic Board of the University consisting of:

        (a) the Vice-Chancellor, and
        (b) such other persons as the Council may, in accordance with the by-laws, determine.

(2) Subject to subsection (1), the constitution and functions of the Academic Board shall be as prescribed by the by-laws.