(Section 10A (3))
(1) The office of a member of the Board becomes vacant if the member--(a) dies, or(c) declines to act, or(d) resigns the office by writing under his or her hand addressed--(i) in the case of a Ministerially appointed member, to the Minister, or(ii) in the case of a Board appointed member, to the Chancellor, or(iii) in the case of an elected member, to the Vice-Chancellor, or(e) 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(f) becomes a mentally incapacitated person, or(g) 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(h) is, or becomes, disqualified from managing a corporation under Part 2D.6 of the Corporations Act 2001 of the Commonwealth, or(i) is removed from office by the Board pursuant to section 32G, or(j) is absent from 3 consecutive meetings of the Board 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 Board for his or her absence, or(k) in the case of an elected member, or a Board appointed member who is a graduate member referred to in section 10E, ceases to be qualified for election or appointment, or(l) in the case of a Ministerially appointed member, is removed from office by the Minister, or(m) in the case of a Board appointed member, is removed from office by the Board.
(2) In this clause--
"Board appointed member" of the Board means a member appointed under section 10F.
"Ministerially appointed member" of the Board means a member appointed under section 10G.
(1) If the office of any member of the Board becomes vacant, a person is, subject to this Act, to be appointed or elected to fill the vacancy.
(3) The by-laws may provide that, in such circumstances (other than expiration of term of office) as may be prescribed, a person is to be appointed or elected in such manner as may be prescribed instead of in the manner provided for by this Act.
(1) The Board 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 Board.
(3) The procedure for the calling of meetings of a committee and for the conduct of business at those meetings is to be as determined by the Board or (subject to any determination of the Board) by the committee.
A matter or thing done or omitted to be done by the University, the Board or a member of the Board, or any person acting under the direction of the University or the Board, does not, 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 Board or a person so acting personally to any action, liability, claim or demand.
The procedure for the calling of meetings of the Board and for the conduct of business at those meetings is to be as determined by the Board, subject to this Act and the by-laws.
(1) Without limiting clause 6, a meeting of the Board may be called or held using any technology consented to by all the members of the Board.
(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 Board, 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.
(1) The Chancellor is to preside at all meetings of the Board at which the Chancellor is present.
(2) At any meeting of the Board at which the Chancellor is not present, the relevant Deputy Chancellor is to preside, and in the absence of both the Chancellor and the relevant Deputy Chancellor, a member elected by and from the members present is to preside.
(2A) At a meeting of a committee constituted by the Board, the following committee member is to preside--(a) a member of the Board appointed by the Board, or(b) if no member is appointed or in the absence of the appointed member--a Board member elected by and from the committee members present.
(2B) However, the Chancellor is entitled (but is not required) to preside at any meeting of a committee constituted by the Board at which the Chancellor is present.
"relevant Deputy Chancellor" is the Deputy Chancellor appointed by the Board for the time being to exercise the functions of Chancellor under section 14.
At any meeting of the Board, a quorum is one-half (or if one-half is not a whole number, the whole number next higher than one-half) of the total number of members for the time being of the Board.
A decision supported by a majority of the votes cast at a meeting of the Board at which a quorum is present is the decision of the Board.
The Minister may call the first meeting of the Board in such manner as the Minister thinks fit.
The Board may, but need not, provide from time to time for a member of the Board to be paid such remuneration (if any) as is determined by a resolution passed by at least two-thirds of the members of the Board.