Western Australian Current Acts Western Australian Current Acts[s. 15]
(1) Subject to clause
2, a director holds office for such period, not exceeding 3 years, as is
specified in the instrument appointing, nominating or selecting the director,
and is eligible for reappointment, renomination or reselection.
(2) A director’s
duties are not required to be performed on a full-time basis.
(3) Despite subclause
(1), if the period of office of a director expires by effluxion of time
without a person having been appointed or nominated to fill the vacancy, the
director continues in office until —
(a) a
person is appointed or nominated to fill the vacancy; or
(b) a
period of 3 months elapses after the expiry of the period of office,
whichever occurs
first.
(1) The office of a
director becomes vacant if the director —
(a)
dies; or
(b)
resigns the office by instrument in writing addressed to the Minister; or
(c) is
absent from 4 consecutive meetings of RWWA of which reasonable notice had been
given to the director, except on leave granted by RWWA; or
(d) is
convicted in Western Australia of an offence that is punishable by
imprisonment for 12 months or more or is convicted elsewhere than in Western
Australia of an offence that, if committed in Western Australia, would be an
offence so punishable; or
(e) is
refused a licence under section 14 of this Act or has the licence revoked
under section 109K(3) of the Gaming and Wagering Commission Act 1987 ; or
(f)
becomes a member of the committee of a racing club, the holder of an office on
the governing body of a body declared to be an eligible body under section 12
or a person who would not be eligible to be appointed, nominated or selected
as a director; or
(g) is
removed from office under subclause (2).
(2) The Minister may
remove a director from office for incapacity, incompetence or misbehaviour.
[Clause 2 amended: No. 35 of 2003 s. 174(2).]
(1) The board is to
appoint a director to be the deputy chairperson.
(2) When the
chairperson is unable to act because of sickness, absence or other cause, the
deputy chairperson is to act in the chairperson’s place.
(3) Where the deputy
chairperson is acting in place of the chairperson at the meeting clause 4(4)
applies as if the deputy chairperson were unable to act.
(1) A person may be
nominated or selected under section 8 as an alternate director for a director.
(2) A person cannot be
nominated or selected as an alternate director for more than one director.
(3) Sections 8(1)(b),
(c), (d) and (e), 10, 13 and 14 apply (with any necessary changes) in relation
to alternate directors as they apply to directors.
(4) Where a director
is unable to act because of sickness, absence or other cause, the alternate
director for that director may act in the director’s place, and while so
acting that alternate director is to be taken to be a director and entitled to
remuneration under section 17.
(5) No act or omission
of an alternate director acting in place of a director under this clause may
be questioned on the ground that the occasion for acting had not arisen or had
ceased.
(1) The first meeting
of the board is to be convened by the chairperson and, subject to subclause
(2), subsequent meetings are to be held at such times and places as the board
determines.
(2) A special meeting
of the board may at any time be convened by the chairperson or any 2
directors.
(3) The chairperson,
or the deputy chairperson acting under clause 3(2), is to preside at all
meetings of the board at or in which he or she is present, or participating
under clause 6.
(4) If both the
chairperson and the deputy chairperson are not present or participating, the
directors present or participating are to appoint a director to preside.
(5) At any meeting of
the board —
(a) 5
directors constitute a quorum; and
(b) in
the case of an equality of votes the person presiding has a casting vote in
addition to a deliberative vote.
6 . Telephone and video meetings
Despite anything in
this Schedule, a communication between directors constituting a quorum under
clause 5(5)(a) by telephone or audio-visual means is a valid meeting of
directors, but only if each participating director is able to communicate with
every other participating director instantaneously at all times while
participating in the proceedings.
7 . Resolution may be passed without meeting
(1) If a document
containing a statement to the effect that an act, matter or thing has been
done, or a resolution has been passed, is sent or given to all directors and
is assented to by not less than 5 directors capable of constituting a quorum
under clause 5(5)(a) that act, matter, thing or resolution is to be taken as
having been done at or passed by a meeting of the board.
(2) For the purposes
of subclause (1) —
(a) the
meeting is to be taken as having been held —
(i)
if the directors assented to the document on the same
day, on the day on which the document was assented to and at the time at which
the document was last assented to by a director; or
(ii)
if the directors assented to the document on different
days, on the day on which, and at the time at which, the document was last
assented to by a director;
and
(b) 2 or
more separate documents in identical terms each of which is assented to by one
or more directors are to be taken to constitute one document; and
(c) a
director may signify assent to a document by signing the document or by
notifying RWWA of the director’s assent in person or by post, facsimile,
telephone or other method of written, audio or audio-visual communication.
(3) Where a director
signifies assent to a document otherwise than by signing the document, the
director must by way of confirmation sign the document at the next meeting of
the board attended by that director, but failure to do so does not invalidate
the act, matter, thing or resolution to which the document relates.
(4) Where a document
is assented to in accordance with subclause (1), the document is to be taken
as a minute of a meeting of the board.
8 . Voting by interested directors
(1) A director who has
a material personal interest in a matter that is being considered by the board
of RWWA —
(a) must
not vote whether at a meeting or otherwise —
(i)
on the matter; or
(ii)
in relation to a proposed resolution under subclause (3)
in relation to the matter, whether in relation to that or a different
director;
and
(b) must
not be present while —
(i)
the matter; or
(ii)
a proposed resolution of the kind referred to in
paragraph (a)(ii),
is being considered at
a meeting.
(2) For the purpose of
subclause (1), a director does not have an interest in a matter relating to an
existing or proposed contract of insurance merely because the contract
insures, or would insure, the director against a liability incurred by the
director in his or her capacity as a director. This subclause does not apply
if RWWA is the insurer.
(3) Subclause (1) does
not apply if the board has at any time passed a resolution that —
(a)
specifies the director, the interest and the matter; and
(b)
states that the directors voting for the resolution are satisfied that the
interest should not disqualify the director from considering or voting on the
matter.
(4) Despite clause
5(5), if a director is disqualified under subclause (1) in relation to a
matter, a quorum is present during the consideration of that matter if at
least 4 directors are present who are entitled to vote on any motion that may
be moved at the meeting in relation to that matter.
(5) The Minister may
deal with a matter in so far as a board cannot deal with it because of
subclause (4).
(6) The Minister may
by writing declare that subclauses (1) and (4) do not apply in relation to a
specified matter either generally or in voting on particular resolutions.
(7) The Minister must
within 14 days after a declaration under subclause (6) is made cause a copy of
the declaration to be laid before each House of Parliament or to be dealt with
under section 117.
9 . Minutes of meetings and resolutions
The board is to ensure
that an accurate record is kept and preserved of the proceedings at each
meeting of the board and of each resolution passed under clause 7.
The board may, on such
terms and conditions as it thinks fit, grant to a director leave of absence
from a meeting, including the meeting at which it is intended to grant the
leave.
11 . Board to determine own procedures
Subject to this Act,
the board may determine its own procedures.