South Australian Numbered Acts South Australian Numbered Acts12—Substitution of sections 10, 11 and 12
Sections 10, 11 and 12—delete the sections and substitute:
10—Procedure of the Executive Board
(1) The Chairperson
must call a meeting of the Executive Board for the transaction of business at
least once in every 2 months.
(2) 6 members
constitute a quorum of the Executive Board.
(3) A meeting will be
chaired by the Chairperson or, in his or her absence, by the Deputy
Chairperson and, in the absence of both the Chairperson and the Deputy
Chairperson, the members present at a meeting must choose 1 of their number to
preside at the meeting.
(4) Each member
present at a meeting has 1 vote on any question arising for decision.
(5) A conference by
means of telephone link (including a satellite link) between the members will,
for the purposes of this section, be taken to be a meeting of the Executive
Board at which the participating members are present if—
(a)
notice of the conference is given to all members in the manner determined by
the Executive Board for the purpose; and
(b) each
participating member is capable of communicating with every other
participating member during the conference.
(6) A decision carried
by a majority of votes cast by members at a meeting (being a majority
comprising not less than 6 votes) is a decision of the Executive Board.
(7) The Executive
Board must have accurate minutes kept of its meetings.
(8) Any A n angu is
entitled to inspect (without charge) the minutes at the places on the lands,
and during the times, nominated by the Executive Board and approved by the
Minister.
(9) Any A n angu is
entitled, on payment of the fee prescribed by the regulations, to a copy of
the minutes.
(10) Subject to
subsection (11), a member of the Executive Board may, by written
instrument, appoint another member of the Executive Board to act as his or her
proxy at a meeting specified in the instrument of appointment.
(11) A member of the
Executive Board appointed to act as a proxy for another member at a specified
meeting may only so act if he or she—
(a) is
present at the specified meeting; and
(b)
exercises the proxy vote at the meeting in accordance with any instructions of
the appointing member in the instrument of appointment.
(12) A member of the
Executive Board is not entitled to additional remuneration for acting as a
proxy.
(13) To avoid doubt, a
proxy vote that is exercised other than in accordance with
subsection (11) is void and of no effect.
(14) Subject to this
Act and the constitution, the Executive Board may determine its own
procedures.
(15) No act or
proceeding of the Executive Board is invalid by reason only of a vacancy in
the office of a member of the Executive Board, or any defect in the election
or appointment of a person to the Executive Board.
11—Minister may call meetings
(1) If—
(a) the
Chairperson refuses or fails to call a meeting of the Executive Board within 4
months after the previous meeting; or
(b) 2 or
more successive meetings are inquorate,
then the Minister may call a meeting of the Executive Board.
(2) The Minister may
direct the members of the Executive Board to attend a meeting called under
subsection (1).
12—Meetings to be open to all A n angu
(1) Subject to
subsection (2), a meeting of the Executive Board must be open to all A n
angu.
(2) The Executive
Board may exclude A n angu, or a class of A n angu, who are not members of the
Executive Board from a meeting, or part of a meeting, if, in the opinion of
the Executive Board, there are reasonable grounds for so doing.
(3) The grounds for
excluding A n angu, or a class of A n angu, who are not members of the
Executive Board from a meeting, or part of a meeting, must be recorded in the
minutes of the meeting.
12A—Advisory Committees
(1) The Executive
Board may establish advisory committees to provide advice in relation to any
functions of the Executive Board under this Act.
(2) The Executive
Board must determine the following procedures of an advisory committee:
(a) the
conditions of appointment of the members of the advisory committee; and
(b) the
matter or matters on which the advisory committee is to advise; and
(c) the
manner in which the advisory committee is to report to the Executive Board;
and
(d) the
date on or before which the advisory committee must provide a report to the
Executive Board,
and may determine any other procedures of an advisory committee.
(3) A member of an
advisory committee is entitled to remuneration, allowances and expenses
determined by the Executive Board and approved by the Minister.
(4) Subject to this
Act, an advisory committee may determine its own procedures.
12B—Duty to exercise care and diligence
(1) A member of the
Executive Board must at all times exercise a reasonable degree of care and
diligence in the performance of his or her functions.
(2) A member of the
Executive Board does not commit any breach of duty under this section by
acting in accordance with a lawful resolution of A n angu Pitjantjatjara
Yankunytjatjara.
12C—Duty to act honestly
A member of the Executive Board must at all times act honestly in the
performance of the functions of his or her office, whether within or outside
the State.
12D—Duty with respect to conflict of interest
(1) A member of the
Executive Board who has a direct or indirect personal or pecuniary interest in
a matter decided or under consideration by the Executive Board—
(a)
must, as soon as reasonably practicable, disclose to the Executive Board full
and accurate details of the interest; and
(b) must
not take part in any discussion by the Executive Board relating to that
matter; and
(c) must
not vote in relation to that matter; and
(d) must
be absent from the meeting room when any such discussion or voting is taking
place.
(2) If a member of the
Executive Board makes a disclosure of interest and complies with the other
requirements of subsection (1) in respect of a proposed contract—
(a) the
contract is not liable to be avoided by the Executive Board; and
(b) the
member is not liable to account to the Executive Board for profits derived
from the contract.
(3) If a member of the
Executive Board fails to make a disclosure of interest or fails to comply with
any other requirement of subsection (1) in respect of a proposed
contract, the contract is liable to be avoided by the Executive Board.
(4) A contract may not
be avoided under subsection (3) if a person has acquired an interest in
property the subject of the contract in good faith for valuable consideration
and without notice of the contravention.
(5) If a member of the
Executive Board has or acquires a personal or pecuniary interest, or is or
becomes the holder of an office, such that it is reasonably foreseeable that a
conflict might arise with his or her duties as a member of the Executive
Board, the member must, as soon as reasonably practicable, disclose to the
Executive Board full and accurate details of the interest or office.
(6) A disclosure under
this section must be recorded in the minutes of the Executive Board.
(7) If, in the opinion
of the Executive Board, a particular interest or office of a member of the
Executive Board is of such significance that the holding of the interest or
office is not consistent with the proper discharge of the duties of the
member, the Executive Board may require the member either to divest himself or
herself of the interest or office or to resign from the Executive Board (and
non-compliance with the requirement constitutes a failure to comply with a
duty under this section and hence a ground for removal of the member from the
Executive Board).
(8) A member of the
Executive Board is exempt from this section in respect of an interest in a
matter—
(a)
while he or she remains unaware that he or she has an interest in the matter,
but in any proceedings against the member the burden will lie on the member to
prove that he or she was not, at the material time, aware of his or her
interest; or
(b)
arising by reason of the fact that the member is a member of a community in an
electorate to which the matter relates; or
(c) that
is shared in common with A n angu generally, or a substantial section of A n
angu.
12E—Civil liability for contravention of section 12C or 12D
If a person who is a member of the Executive Board or a former member of the
Executive Board fails to comply with a duty under section 12C or 12D, A n
angu Pitjantjatjara Yankunytjatjara may recover from the person by action in a
court of competent jurisdiction—
(a) if
the person or any other person made a profit as a result of the
failure—an amount equal to the profit; and
(b) if A
n angu Pitjantjatjara Yankunytjatjara suffered loss or damage as a result of
the failure—compensation for the loss or damage.
12F—Code of conduct
(1) The Executive
Board must prepare a code of conduct to be observed by members of the
Executive Board, the Director of Administration, the General Manager and any
employees of A n angu Pitjantjatjara Yankunytjatjara.
(2) The code of
conduct must contain the following provisions:
(a) a
provision requiring that a person referred to in subsection (1) must not
divulge or communicate personal information obtained (whether by that person
or otherwise) in the course of official duties except—
(i)
as required or authorised by or under this Act or any
other Act or law; or
(ii)
with the consent of the person to whom the information
relates; or
(iii)
in connection with the administration of this Act;
(b) a
provision requiring that a person referred to in subsection (1) must not
engage in bullying of, harassment of or threatening behaviour towards any A n
angu or persons employed by A n angu Pitjantjatjara Yankunytjatjara, in the
course of, or the purported course of, official duties;
(c) a
provision requiring that a person referred to in subsection (1) must
declare any unsolicited gifts received by them in the course of, or related
to, official duties;
(d) any
other provision prescribed by the regulations.
(3) Subject to this
Act, the Executive Board may at any time amend the code of conduct, or
substitute a new code of conduct.
(4) The code of
conduct prepared, and any amendment or substitution under this section, must
be presented to A n angu Pitjantjatjara Yankunytjatjara at the next general
meeting for approval.
(5) A person referred
to in subsection (1) must comply with the approved code of conduct.
(6) The Executive
Board must, within 12 months after each election of the Executive Board,
complete (and, as appropriate, implement) a review of its code of conduct
under this section.
(7) The code of
conduct must not diminish a right under any Act or law.
(8) A person is
entitled to inspect (without charge) the code of conduct—
(a) at
the places on the lands, and during the times, nominated by the Executive
Board and approved by the Minister; and
(b)
during ordinary office hours at the principal office of A n angu
Pitjantjatjara Yankunytjatjara.
(9) A person is
entitled, on payment of the fee prescribed by the regulations, to a copy of
the code of conduct.
12G—Guidelines
(1) The Executive
Board must, within 6 months after the commencement of this section, prepare
and submit to the Minister for approval guidelines to be followed by the
Executive Board and the General Manager when entering contracts or engaging in
other commercial activities.
(2)
Subsection (1) does not apply in relation to a lease or licence granted
under this Act.
(3) A person is
entitled to inspect (without charge) the guidelines—
(a) at
the places on the lands, and during the times, nominated by the Executive
Board and approved by the Minister; and
(b)
during ordinary office hours at the principal office of A n angu
Pitjantjatjara Yankunytjatjara,
(4) A person is
entitled, on payment of the fee prescribed by the regulations, to a copy of
the guidelines.
12H—Prudential requirements for certain activities
(1) The Executive
Board must obtain and consider a report that addresses the prudential issues
set out in subsection (2) before the Executive Board engages in any
project (whether commercial or otherwise and including through participation
in a joint venture, trust, partnership or other similar body) if the expected
expenditure of A n angu Pitjantjatjara Yankunytjatjara in relation to the
project is likely to exceed 20 per cent of A n angu Pitjantjatjara
Yankunytjatjara's approved budget for the year during which the project would
be undertaken.
(2) The following are
prudential issues for the purposes of subsection (1):
(a) the
relationship between the project and relevant strategic management plans (if
any);
(b) the
level of consultation with A n angu, including contact with A n angu who may
be affected by the project and the representations that have been made by
them, and the means by which A n angu can influence or contribute to the
project or its outcomes;
(c) if
the project is intended to produce revenue, revenue projections and potential
financial risks;
(d) the
recurrent and whole-of-life costs associated with the project including any
costs arising out of proposed financial arrangements;
(e) the
financial viability of the project, and the short and longer term estimated
net effect of the project on the financial position of A n angu Pitjantjatjara
Yankunytjatjara;
(f) any
risks associated with the project, and the steps that can be taken to manage,
reduce or eliminate those risks (including by the provision of periodic
reports to the Executive Board and the Minister);
(g) the
most appropriate mechanisms or arrangements for carrying out the project.
(3) A report must be
prepared by a person whom the Executive Board reasonably believes to be
qualified to address the prudential issues set out in subsection (2).
(4) A copy of the
report must be provided to the Minister as soon as practicable after being
received by the Executive Board.
(5) Once the Executive
Board has made a decision on the relevant project, a copy of the report must
be made available for inspection (without charge) by A n angu—
(a) at
the places on the lands, and during the times, nominated by the Executive
Board and approved by the Minister; and
(b)
during ordinary office hours at the principal office of A n angu
Pitjantjatjara Yankunytjatjara,
(and may also be made available at an earlier time).
(6) However, the
Executive Board may take steps to prevent the disclosure of specific
information in order to protect its commercial value or to avoid disclosing
the financial affairs of a person (other than A n angu Pitjantjatjara
Yankunytjatjara).