South Australian Current Regulations

PUBLIC CORPORATIONS (STUDYADELAIDE) REGULATIONS 2023 - REG 11

11—Proceedings

        (1)         A quorum of the board consists of one-half of the total number of its members (ignoring any resulting fraction) plus 1.

        (2)         The director appointed to chair the board will preside at meetings of the board at which they are present.

        (3)         If the director appointed to chair the board is absent from a meeting of the board—

            (a)         if another director has been appointed as that director's deputy and is present at the meeting—the deputy; or

            (b)         in any other case—a director chosen by the directors present at the meeting,

will preside.

        (4)         A decision carried by a majority of the votes cast by directors at a meeting is a decision of the board.

        (5)         Each director present at a meeting of the board has 1 vote on a question arising for decision and, if the votes are equal, the director presiding at the meeting may exercise a casting vote.

        (6)         A meeting held remotely by means of audio visual or audio communication (or a combination of both those means of communication) between directors will, for the purposes of this regulation, be taken to be a meeting of the board at which the participating directors are present if—

            (a)         notice of the meeting is given to all directors in the manner determined by the board for that purpose; and

            (b)         each participating director is capable of communicating with every other participating director during the meeting.

        (7)         A proposed resolution of the board will be taken to be a valid decision of the board despite the fact that it is not voted on at a meeting of the board if—

            (a)         notice of the proposed resolution is given to all directors in accordance with procedures determined by the board; and

            (b)         a majority of the directors express their concurrence in the proposed resolution in writing setting out the terms of the resolution.

        (8)         The board must cause accurate minutes to be kept of its proceedings.

        (9)         The director presiding at a meeting of the board may allow other persons to attend (but not participate in) all or part of a meeting of the board.

        (10)         A person authorised in writing by the Treasurer may attend (but not participate in) a meeting of the board and may have access to papers provided to directors for the purpose of the meeting.

        (11)         If the board considers that a matter dealt with at a meeting attended by a representative of the Treasurer should be treated as confidential, the board may advise the Treasurer of that opinion giving the reason for the opinion and the Treasurer may, subject to subregulation (12), act on that advice as the Treasurer thinks fit.

        (12)         If the Treasurer is satisfied on the basis of the board's advice under subregulation (11) that the subsidiary owes a duty of confidence in respect of a matter, the Treasurer must ensure the observance of that duty in respect of the matter, but this subregulation does not prevent a disclosure as required in the proper performance of ministerial functions or duties.

        (13)         Subject to these regulations, the board may determine its own procedures.