Section 8(6)

1.    Convening of meetings

(1) The Board is to meet at least 6 times in each calendar year.

(2) The chairperson, after giving each director reasonable notice of a meeting –

(a) may convene a meeting at any time; and

(b) must convene a meeting when requested to do so by 2 or more other directors; and

(c) must convene a meeting in accordance with any resolution of a previous meeting.

(3) If the chairperson of the Board is absent from duty or otherwise unable to perform the duties of the office, a meeting may be convened, after reasonable notice has been given of the meeting, by –

(a) two or more other directors; or

(b) a person authorised by the Board to do so.

(4) For the purposes of subclauses (2) and (3) , what constitutes reasonable notice is to be determined by the Board.

2.    Presiding at meetings

(1) The chairperson of the Board is to preside at all meetings of the Board at which he or she is present.

(2) If the chairperson is not present at a meeting of the Board, a director elected by the directors present at the meeting is to preside.

3.    Quorum and voting at meetings

(1) At a meeting of the Board, a quorum is constituted by the majority of the total number of directors.

(2) A meeting of the Board at which a quorum is present is competent to transact any business of the Board.

(3) At a meeting of the Board –

(a) the director presiding has a deliberative vote only; and

(b) a question is decided –

(i) by a majority of votes of the directors present and voting; or

(ii) in the negative if there is an equality of votes of the directors present and voting.

(4) At a meeting of the Board where a member is excluded from being present and taking part in the consideration and decision of the Board in relation to a matter, a quorum for the purposes of considering and making a decision in relation to that matter is constituted by the number of members specified as constituting a quorum in subclause (1) less the number of members so excluded.

4.    Conduct of meetings

(1) Subject to this Act, the Board may regulate the calling of, and the conduct of business at, its meetings as it considers appropriate.

(2) The Board may permit directors to participate in a particular meeting or all meetings by –

(a) telephone; or

(b) video conference; or

(c) any other means of communication approved by the Board.

(3) A director who participates in a meeting under a permission granted under subclause (2) is taken to be present at the meeting.

(4) Without limiting subclause (2) , the Board may allow persons to attend any meeting or part of a meeting for the purpose of advising or informing the Board on any matter.

5.    Resolutions without meetings

(1) If all directors sign a document containing a statement that they are in favour of a resolution in the terms set out in the document, a resolution in those terms is taken to have been passed at a meeting of the Board held on the day on which the document is signed or, if the directors do not sign it on the same day, on the day on which the last of the directors signs the document.

(2) If a resolution is taken to have been passed under subclause (1) , each director is to be –

(a) advised immediately of the matter; and

(b) given a copy of the terms of the resolution.

(3) For the purposes of subclause (1) , 2 or more separate documents containing a statement in identical terms, each of which is signed by one or more directors, constitute one document.

6.    Minutes

The Board is to keep accurate minutes of meetings.

7.    Disclosure of interests

(1) If a director has a direct or indirect pecuniary interest in a matter that is being considered, or about to be considered, by the Board, the director must, as soon as practicable after the relevant facts come to the director's knowledge, disclose the nature of the interest to the Board.

Penalty:  Fine not exceeding 50 penalty units or a term of imprisonment not exceeding 3 months, or both.

(2) Unless the Board otherwise determines, a director who has made a disclosure under subclause (1) must not –

(a) be present during any deliberation of the Board in relation to the matter; or

(b) take part in any decision of the Board in relation to the matter.

(3) For the purpose of making a determination under subclause (2) , the director to whom the determination relates must not –

(a) be present during any deliberation of the Board for the purpose of making the determination; or

(b) take part in making the determination.

(4) Subclause (1) does not apply –

(a) in respect of a contract for goods or services supplied by the Polytechnic if those goods or services are ordinarily supplied by the Polytechnic on the same terms as they are ordinarily supplied to other persons in the same situation; or

(b) in respect of an interest that arises only because the director is also a State Service officer or State Service employee.

8.    General procedure

Except as provided by this Act, the Board may regulate its own proceedings.

9.    Presumptions

In any proceeding by or against the Polytechnic or the Board, unless evidence is given to the contrary, proof is not required of –

(a) any resolution of the Board; and

(b) the presence of a quorum at any meeting of the Board.