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Melbourne College of Divinity (Amendment)
Bill
Introduction Print
EXPLANATORY MEMORANDUM
General
The main purpose of this Bill is to amend the Melbourne College of
Divinity Act 1910 ("the Act") to make further provision for the College's
governance and operation. These amendments will enable the College to
comply with new National Governance Protocols and thereby be eligible for
the additional Commonwealth funding contingent on the adoption of these
Protocols. The Bill also makes other changes which will improve the
operational efficiencies of the College.
In summary, the 11 National Governance Protocols applicable to the
Melbourne College of Divinity are--
· the higher education provider must have its objectives specified
in the document that establishes the provider as a legal entity;
· the governing body must adopt a statement of its primary
responsibilities;
· the duties of the members of the governing body and sanctions
for the breach of those duties must be specified in the
document that establishes the provider;
· the governing body must make available a program of
induction and professional development for its members;
· the size of governing body must not exceed 22 members and
must include members with certain expertise;
· the higher education provider must adopt systematic
procedures for the nomination of prospective non-elected
members;
· the higher education provider is to codify and publish its
internal grievance procedures;
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551325 BILL LA INTRODUCTION 18/5/2005
· the annual report must be used for reporting on high level
outcomes;
· the annual report must include a report on risk management;
· the governing body is required to oversee controlled entities;
· the higher education provider and its associated entities shall
be audited by an external auditor.
The Melbourne College of Divinity was established under a Board structure
with representation from member churches. This structure requires
significant changes to comply with the Protocols.
Clause Notes
Clause 1 sets out the main purpose of the Bill, which is to amend the Act
establishing the Melbourne College of Divinity to make further
provision for the governance and operation of the College.
The Bill also makes other changes which will improve the
operational efficiency of the College.
Clause 2 provides for the Bill to come into operation on a day or days to
be proclaimed. The default commencement date is 1 December
2005.
Clause 3 inserts the definitions of new terms used in the Act.
Clause 4 substitutes new section 3 which provides for the continued
constitution of the Melbourne College of Divinity as a body
corporate comprising: the Council, Fellows of the College, board
and committee members, academic and general staff, enrolled
students and scholars of the College.
The clause also substitutes new section 4 which states the objects
of the College.
Clause 5 amends section 5(1) to provide that the College continues to be a
body corporate under the name of the Melbourne College of
Divinity.
The clause amends section 5(2) to allow the College to reimburse
travelling and other reasonable expenses incurred by persons
carrying out the business of the College, including the members
of Council, committees and boards. The clause also substitutes
Council for College to reflect the change of structure and inserts
a general power allowing the College to do anything else to carry
out the objects of the College or anything authorised by the Act.
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Clause 6 inserts new sections 6 to 9C in the Act providing for the
governance and operation of the Council of the College.
· Section 6 provides for the Council to be the governing
body responsible for the direction and superintendence
of the College. It also sets out the Council's primary
responsibilities having regard to the protocols.
· Section 7(1) provides for the composition of the
Council.
· Section 7(2) allows the Council (by a two-thirds
majority) to agree to any other church not specified in
section 7(1) appointing up to 2 members to Council.
· Section 7(3) requires financial and commercial
experience and qualifications of Council members to
ensure compliance with the protocols.
· Sections 7(4), (5) and (6) require that a majority of
Council members are independent of the College, as
required under the Protocols.
· Sections 8(1) and (2) provide the terms and conditions
of office and the proper rotation of membership of the
Council.
· Sections 8(3) and (4) provide for a maximum tenure in
office of 12 years unless otherwise agreed to by the
Council.
· Section 8A providing for the appointment of acting
members and the conditions and powers of acting
members.
· Section 9 providing for the resignation and removal of
appointed members; the resignation of the President and
for a church to remove a member that it had appointed
to the Council.
· Section 9(4) provides that an office of a member of
Council automatically becomes vacant if that member is
or becomes disqualified from managing corporations
under the Corporations Act or has failed to attend
3 ordinary meetings of the Council without the
Council's prior approval.
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· Section 9(7) provides for the method and conditions of
removing a member from office.
· Sections 9A and 9B provide for filling a casual vacancy
or a vacancy caused by retirement at the end of a term
of office.
· Section 9C provides the Council with power to appoint
a member if the church fails to fill a vacancy.
Clause 7 makes consequential amendments on the restructure of the
College and Council.
Clause 8 substitutes new section 12 providing for Council to meet at least
4 times each year at times and places determined by regulations
or in the absence of regulations, by the Council.
Clause 9 amends section 14 providing for the Council to elect 2 members
appointed by Council as President and Vice-President.
Clause 10 substitutes new sections 15 to 18B in the Act.
· Section 15 provides for the President or Vice-President
(or in their absence, an elected member) to preside at
meetings of the Council and for that person to have a
deliberative as well as casting vote. The new section
also provides for the quorum to be a majority of the
members currently holding office.
· Section 16 provides for a declaration of interest in
matters before the Council and for procedures to be
applied when a declaration is made.
· Section 17 provides for a member of the Council to act
in the interests of the College as a whole; not make
improper use of his or her position (including the
improper use of information); and the manner in which
a member must carry out his or her duties.
· Section 18 provides for resolutions of the Council
without meetings of the Council and for the procedure
by which members are advised of, and vote on, the
terms of the resolution.
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· Section 18A provides for the terms and conditions by
which the Council can and can not delegate all or any of
its powers, authorities, duties and functions.
· Section 18B provides that the College must indemnify
the members of Council, committees and boards in
respect of any act committed in good faith in the
exercise or any powers or duty.
Clause 11 substitutes new section 19(1) which states that the Council must
appoint a Dean as Chief Executive Officer and a Registrar as a
public officer and Secretary of the College and for the Council to
appoint examiners, teaching staff and any other persons to carry
out the business of the College.
Clause 11 makes consequential amendments in section 19(2) and
19(3) necessary on the restructure of the College. It also inserts
new section 19(4) providing power for the Council to specify all
persons or classes of person who are to be academic and general
staff employed by the College for the purposes of the Act.
Clause 12 inserts new section 19A providing the power for the College to
acquire property, create and administer trust funds and establish
investment common funds.
Clause 13 makes consequential amendments in section 20 necessary on the
restructure of the College.
Clause 14 inserts new sections 20A to 26 in the Act.
· Section 20A provides for an Academic Board to oversee
academic programs and courses of study and to provide
advice to the Council on all academic affairs of the
College.
· Section 21 states the powers of the Academic Board and
the requirement for the Board to report to the Council
on all matters required by the Council and to regulate its
own proceedings unless prescribed otherwise by
regulation.
· Section 22 allows the Academic Board to appoint
boards and committees and for these boards or
committees to report to the Academic Board on all
activities as directed by the Academic Board.
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· Section 23 allows the Council, on the advice of the
Academic Board, to recognise an institution or group of
institutions as being authorised by the College to teach
and examine students in programs and courses of study
of the College. The recognised teaching institutions are
to be accountable to the Academic Board and must
provide all information relating to academic matters as
required by the Board. Section 23(4) allows the
Council, on advice from the Academic Board, to revoke
the recognition of a teaching institution.
· Section 24 inserts the power for the College to conduct
academic programs and examinations at times and in
subjects as prescribed.
· Section 25 provides for the Council to confer any award
in Divinity or associated discipline including admission
to a degree in Divinity honoris causa and, in prescribed
circumstances, for the Council to revoke awards.
· Section 26 provides that the Council may confer the
degree of Doctor of Divinity in specified circumstances.
Clause 15 makes consequential amendments to the regulation making
powers in section 30 necessary on the restructure of the College.
It also inserts new provisions which allow the Council to make
regulations in relation to the approval of recognised teaching
institutions and the fees payable by those institutions.
Clause 16 substitutes new section 31 and 32 of the Act.
· Section 31 provides for the Academic Board to report to
the Council on proposals for regulations concerning
awards, unless the regulation is urgent. An urgent
regulation made by the Council without submission to
the Academic Board will automatically cease to have
effect 6 months after it is made. The Council may take
action on a regulation if the Academic Board fails to
submit a report to Council within 2 months.
· Section 32 requires notice to be given before a
regulation is made and the publication of the regulation.
Clause 17 substitutes section 33 providing for the requirements and
conditions for serving notices.
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Clause 18 inserts a saving provision in new section 34(1) to ensure the
Melbourne College of Divinity is the same body as previously
constituted in all regards. It also inserts new section 34(2) to
provide for a transitional period for members of Council
appointed or elected before these amendments to complete their
term of office even if this exceeds 12 years. This provision does
not apply to re-appointment.
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