South Australian Numbered Acts South Australian Numbered Acts12—Insertion of sections 18A to 18E
After section 18 insert:
18A—Duty of Council members to exercise care and diligence etc
A member of the Council must at all times in the performance of his or her
functions—
(a)
exercise a reasonable degree of care and diligence; and
(b) act
in the best interest of the University.
18B—Duty of Council members to act in good faith etc
(1) A member of the
Council must at all times act in good faith, honestly and for a proper purpose
in the performance of the functions of his or her office, whether within or
outside the State.
(2) A member of the
Council must not improperly use his or her position to gain an advantage for
himself or herself or another person, whether within or outside the State.
(3)
Subsection (1) does not apply to conduct that is merely of a trivial
character and does not result in significant detriment to the interest of the
University.
18C—Duty of Council members with respect to conflict of interest
(1) A member of the
Council who has a direct or indirect personal or pecuniary interest in a
matter decided or under consideration by the Council—
(a)
must, as soon as is reasonably practicable, disclose in writing to the Council
full and accurate details of the interest; and
(b) must
not take part in any discussion by the Council 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) A member of the
Council will not be taken to have a direct or indirect interest in a matter
for the purposes of this section by reason only of the fact that the member
has an interest in the matter that is shared in common with staff members,
graduates or students of the University generally, or with a substantial
number of staff members, graduates or students of the University.
(3) If a member of the
Council 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 University; and
(b) the
member of the Council is not liable to account to the University for profits
derived from the contract.
(4) If a member of the
Council 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 University.
(5) A contract may not
be avoided under subsection (4) 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.
(6) If a member of the
Council 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 Council, the member
must, as soon as is reasonably practicable, disclose in writing to the Council
full and accurate details of the interest or office.
(7) A disclosure under
this section must be recorded in the minutes of the Council.
(8) Without limiting
the effect of this section, a member of the Council will be taken to have an
interest in a matter for the purposes of this section if the member's spouse,
or a relative of the member, has an interest in the matter.
(9) This section does
not apply in relation to a matter in which a member of the Council has an
interest while the member 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.
(10) In this
section—
"relative" of a person means the spouse, parent or remoter linear ancestor,
son, daughter or remoter issue or brother or sister of the person;
"spouse" includes a putative spouse (whether or not a declaration of the
relationship has been made under the Family Relationships Act 1975 ).
18D—Removal of Council members for contravention of section 18A,
18B or 18C
Non-compliance by a member of the Council with a duty imposed under
section 18A, 18B or 18C will be taken to be serious misconduct and a
ground for removal of the member from office.
18E—Civil liability for contravention of section 18B or 18C
If a person who is a member of the Council or a former member of the Council
is guilty of a contravention of section 18B or 18C, the University 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
contravention—an amount equal to the profit; and
(b) if
the University suffered loss or damage as a result of the
contravention—compensation for the loss or damage.