Council Procedure 1 - Committees

Section

1. Establishment of Committees

2. Official Positions

3. Membership

4. Procedures for Ordinary Meetings

5. Procedures for Special Meetings

6. Decisions between Meetings

7. Delegation of Power

8. Records

9. Ethics

10. Reimbursement of Expenses to Council Members

11. Induction and Review

Modification History 

 

QUT Council has approved this Procedure to establish and regulate the University's committee system. Requirements of the QueenslandUniversity of Technology Act 1998 relating to Council are incorporated or referred to for comprehensiveness.

Council, Council committees and Vice-Chancellor's committees are required to operate according to this Procedure. Faculty committees and any other local committees within the University are encouraged to use it. The boards and committees of any entities associated with the University, such as subsidiary companies, are also encouraged to use it, subject to their own constitutions and legislative requirements.

Matters of committee procedure not regulated by this Procedure are determined by the Registrar and documented in the Committee Services Manual.

1. ESTABLISHMENT OF COMMITTEES

Council

1.1 QUT Council is established as the University's governing body by the QUT Act .

1.2 Council may establish Council committees as it deems necessary or convenient for the governance and operation of QUT.

1.4 The Vice-Chancellor may establish Vice-Chancellor's committees, to meet compliance obligations, to contribute to specific management functions, or to advise the Vice-Chancellor, or other member of the University Executive, on any matter.

1.6 University policy requires each faculty to have a faculty academic board as determined by University Academic Board ( MOPP A/3.7).

1.10 Council, Council committees and Vice-Chancellor's committees may establish temporary committees or working parties, if deemed necessary or convenient to carry out their functions.

2. OFFICIAL POSITIONS

Chair

2.1 For Council, the Chancellor is the Chair as required by the QUT Act .

2.2 For Council committees and Vice-Chancellor's committees, the Chair is nominated in the constitution of the committee.

Deputy Chair

2.3 A Council committee or Vice-Chancellor's committee, unless its constitution provides otherwise, may appoint from its members a Deputy Chair for a period of up to one year. Further terms of up to one year at a time are permitted at the committee's discretion.

2.4 The Deputy Chair chairs meetings in the absence of the Chair, and exercises the functions of the Chair if that office is vacant. The Deputy Chancellor performs this function for Council as required by the QUT Act.

2.5 For Council, Council committees and Vice-Chancellor's committees, members present must elect a member to chair the meeting when both the Chair and Deputy Chair are absent from a meeting, or the offices are vacant.

Secretary

2.6 For Council, the Registrar is the Secretary.

2.7 For Council committees and Vice-Chancellor's committees, the Registrar's nominee is the Secretary to the committee.

3. MEMBERSHIP

Appointments and terms of office

3.1 The membership of Council, Council committees and Vice-Chancellor's committees may include those in specified positions, those elected by a specified constituency, those nominated by another committee or person, and those nominated by the committee itself, as determined by the constitution of each committee.

3.2 Those who are members by virtue of their position remain members for as long as they hold the position relevant to their membership.

3.3 Elected and nominated members serve a term of office of up to two years, with the exception of student members, who serve a term of office of up to one year. Council members nominated by Council or the Chancellor hold office for the term of the current Council.

3.4 Elections to positions on Council are conducted according to Queensland University of Technology (Conduct of Elections for Elected Members of Council) Statute 2003 .

3.5 Where Council, other committees, or senior University officers are required to appoint members to committees in accordance with their constitutions, they must take account of the expertise of particular members and the diversity of their membership.

3.5(a) Unless specified in the committee constitution, student representatives on committees will be nominated by the Vice-Chancellor

• after invitation for expressions of interest has been made to the relevant student community;
• after the Vice-Chancellor has consulted relevant QUT student organisations, executive deans, or committee chairs;
• subject to 3.20 of this procedure; and
• with regard to the balance of campus, faculty or academic discipline representation on the committee.

3.6 Any Council committee or Vice-Chancellor's committee may coopt persons, in addition to those specified in its constitution, from the staff of QUT or otherwise, with expertise in areas relevant to the committee's work. As they are not recognised in the committee's constitution, coopted members do not have voting rights. Coopted members may only be appointed up to the end of the current calendar year. Further terms of not more than a year at a time may be permitted at the committee's discretion.

3.7 Apart from members formally acting in specified positions on committees, proxy or substitute members are not permitted unless specified in the constitution of a committee.

Resignation and vacation of office

3.8 The position of an elected, nominated or additional member of Council may be vacated in accordance with the QUT Act (section 24). This includes resignation by written notice to the Minister if an appointed member, or to the Vice-Chancellor if an elected or additional member. In addition, elected, nominated or additional members of Council must provide written notice of resignation to the Chancellor.

3.9 An elected or nominated member of a Council committee or Vice-Chancellor's committee may resign by written notice to the Chair, with effect from the date of receipt of the notice of resignation or a later date if specified in the notice of resignation.

3.10 Among other provisions of section 24 of the QUT Act, it is provided that where an elected, nominated or additional member of Council is absent without the Council's leave and without reasonable excuse from every meeting in a period of six months, then the position of that member becomes vacant.

3.11 Where an elected or nominated member of a Council committee or Vice-Chancellor's committee has been absent from every meeting in a period of six months without tendering an apology, then the Chair of the committee may deem the position to be vacant.

3.12 Where an elected or nominated member of Council, a Council committee or Vice-Chancellor's committee has apologised or been absent from every meeting in a period of six months, then the Chair is authorised to inquire of the member whether they are able to continue as a member.

Leave of absence

3.13 Where an elected staff member on a Council committee or Vice-Chancellor's committee is absent from the University on recognised leave, and unable to attend meetings for a period of up to a year, then the position may be temporarily filled for the period of leave in accordance with the provisions for casual vacancies in this Procedure. If the period of absence is greater than a year, then the Chair may deem the position to be vacant enabling it to be properly filled by another member.

Casual and continuing vacancies

3.14 A casual vacancy in an elected position on Council is dealt with in accordance with the QUT Act (section 20A).

3.15 A casual vacancy in an elected position on a Council committee or a Vice-Chancellor's committee is filled by the candidate who received the next highest number of votes, if that candidate is still willing and still eligible. If there is no willing and eligible election candidate, then the position is filled in accordance with the provisions for continuing vacancies in this Procedure.

3.16 A continuing vacancy in an elected position on a Council committee or a Vice-Chancellor's, where insufficient nominations are received in an electoral process, is filled as follows:

Appointments to vacancies for remainder of term

3.17 Where an elected or nominated position on a Council committee or Vice-Chancellor's committee has been vacant for part of the term of office, then any new member is appointed for the remainder of the original term of office only.

One officer holding multiple positions

3.18 Where an officer is simultaneously appointed to more than one position on a committee, that officer has one vote for each position, and is counted towards quorum for each position. However, multiple appointments to the same committee are discouraged.

Gender balance and equity considerations on committees

3.19 Ex officio memberships on committees must be limited to those members considered essential for the functioning of the committee.

3.20 Nominating officers and bodies will be requested to consider the gender balance of a committee when making nominations to the committee.

3.21 Where membership by election applies, electorates will be requested to consider the gender balance of a committee when making nominations.

3.22 Where items of significance to target groups are to be considered, the chair is responsible for ensuring appropriate representation, or speaking rights.

3.23 Details of memberships of Council and Vice-Chancellor's committees must be considered by the Equity Coordinator each year. The Equity Coordinator may initiate discussion with the chair or other responsible officer to determine appropriate action to address equity considerations on any committee.

4. PROCEDURES FOR ORDINARY MEETINGS

Rule of the Chair

4.1 The conduct of meetings of Council, Council committees and Vice-Chancellor's committees is by rule of the Chair, subject to this Procedure.

4.2 The Secretary is to be present for all formal deliberations of a committee, subject to the ethics provisions of this Procedure.

4.3 Observers are not permitted in committee meetings except with the permission of the Chair. The Chair may exclude all or any non-members, apart from the Secretary, at any time.

Notice of meetings and agenda

4.4 Ordinary meetings are held on such dates as the Council, Council committee, or Vice-Chancellor's committee determines.

4.5 For ordinary meetings, the Secretary:

1. fixes the time of day and place for a meeting; and
2. gives notice to members, at least seven days before the meeting, of the date, time and place of, and the agenda for, the meeting.

4.6 Documentation for meetings should be provided to the Secretary three working days before the scheduled despatch of the notice of meeting. A member may only initiate a subject for discussion at a meeting where the member has given written notice to the Secretary at least ten days before the meeting. However, the Chancellor, Vice-Chancellor, Chair, or the Council or committee itself, may permit the introduction of any subject for discussion.

Quorum

4.7 Council, Council committees, and Vice-Chancellor's committees are not properly convened and can not transact business unless there is a quorum. Subject to the constitution of any committee, a quorum is one-half of the current membership, or if one-half is not a whole number, the figure is rounded up to the next whole number. Vacant positions are not counted in calculating the quorum. Coopted persons are not counted towards quorum. Where a member holds office in more than one position on a committee, for the purposes of quorum the member should be counted according to the number of positions held as they have that many votes.

4.8 If there is no quorum within half-an-hour after the appointed meeting time, then the committee is not able to convene and there is no meeting. The business which was to be transacted may be placed on the agenda of the next ordinary meeting, or it may be dealt with in accordance with the provisions for decisions between meetings in this Procedure, or a special meeting may be convened in accordance with the provisions in this Procedure.

4.9 Once a meeting commences with a quorum, a quorum is deemed to continue for the remainder of the meeting, unless the lack of a quorum comes to the attention of the Chair, at which time the meeting may be adjourned for five minutes. If no quorum is present after five minutes, then the meeting is adjourned to a later date.

Determining questions before a committee

4.10 Questions before Council, Council committees or Vice-Chancellor's committees are decided by a majority of votes. Members may abstain from voting on any question. The Chair has a vote and, in the case of an equality of votes, a second or casting vote.

4.11 Voting in meetings is by show of hands, or other method as determined by the committee. Proxy voting on behalf of members not present is not permitted.

Electronic participation in meetings

4.12 Any member not able to be physically present at a meeting may participate by electronic means with the agreement of the Chair and providing that the member may hear, and be heard by, all other members in real time. Such members are counted for quorum purposes as if present. At least two working days notice is required to make arrangements.

4.13 The Chair must acknowledge the presence of any member participating by electronic means at the beginning and end of the meeting, and facilitate adequate opportunities for participation by such members during the meeting.

Adjournment

4.14 A committee may adjourn any of its own meetings to a later date.

5. PROCEDURES FOR SPECIAL MEETINGS

Purpose

5.1 A special meeting may be called outside the usual schedule of business for consideration of a particular matter of business, providing that business is permitted by the committee's constitution.

Notice of meetings and agenda

5.2 For Council, the Chancellor or Vice-Chancellor, or any six members, may give notice in writing to the Secretary calling a special meeting for the purpose specified in the notice.

5.3 For Council committees and Vice-Chancellor's committees, the Chair of the committee, or a third of the number of members (if a third is not a whole number, then the requirement is rounded up to the next whole number), may give notice in writing to the Secretary calling a special meeting for the purpose specified in the notice.

5.4 A special meeting must be held within fourteen days after the Secretary receives the notice.

5.5 Special meetings follow the provisions for ordinary meetings in this Procedure, other than:

1. the notice requiring the meeting is to be circulated with the agenda;
2. the matter specified in the notice must be the first substantive item on the agenda; and
3. where sound reasons exist as to why a decision of Council is required in less than seven days, then less than seven days notice may be given.

6. DECISIONS BETWEEN MEETINGS

Executive action

6.1 The Vice-Chancellor may exercise the powers conferred on the Vice-Chancellor by the QUT Act , another Act or Council. The Vice-Chancellor may give any reasonable directions for these purposes, but reports any executive action taken to the next meeting of Council for noting.

6.2 Subject to the QUT Act, the Chair of a Council committee or a Vice-Chancellor's committee may exercise the powers of that committee where a matter is either of a routine nature or requires immediate action. The Chair may give any reasonable directions for these purposes, but reports any executive action taken to the next meeting of the committee for noting.

Flying minutes

6.3 Where a decision of Council, a Council committee or a Vice-Chancellor's committee is required before the next scheduled meeting, and the appropriate officer does not wish to take executive action, the Chair may authorise a flying minute.

6.4 A flying minute takes the usual form of a submission to a committee, with a recommendation which members can vote for or against or abstain from. Members are asked to confirm their vote on a flying minute, in writing, to the Secretary by a specified date.

6.5 The recommendation of a flying minute is determined in accordance with the provisions for determining questions before a committee in this Procedure. The number of responses, whether voting for or against the recommendation or abstaining from the vote, must meet the quorum provisions in this Procedure.

6.6 A report on the outcome of a flying minute, indicating the number of votes for and against a recommendation, as well as the number of members who abstained or did not respond, is provided to the next meeting for noting. Where the recommendation is approved, the text of the decision is included in a resolution in the minutes of the meeting at which the report on the outcome is noted.

7. DELEGATION OF POWER

7.1 Council may delegate power to members of Council, to members of staff, or to committees, subject to the QUT Act . Delegation of power is made by resolution of Council recorded in its minutes.

7.2 The Act requires that any committee to which Council delegates any of its powers must include at least one member of Council.

7.3 Delegation of power may be for a specific occasion or on a continuing basis. All continuing delegation of power must be included in the Schedule of Authorities and Delegations (MOPP Appendix 3 ). Continuing delegation of power to a committee must also be included in the constitution of the committee.

7.4 The Vice-Chancellor may delegate power to a Vice-Chancellor's committee.

7.5 Power delegated by Council or the Vice-Chancellor to a committee may not be further delegated.

8. RECORDS

8.1 Council, Council committee and Vice-Chancellor's committee documents are permanent records of QUT under the Disposal Schedule and are, with limited exceptions, considered matters of public record of the University's functions and activities. However, committee documents are considered confidential to members prior to meetings, and may be designated confidential on a continuing basis.

8.2 The Registrar makes provision for storage and access to Council, Council committee and Vice-Chancellor's committee records.

8.3 Minutes of meetings of Council, Council committees and Vice-Chancellor's committees must be prepared by the Secretary and confirmed by signature of the Chair. Minutes are the official record of each meeting and confirmation as a true record is usually sought from a subsequent meeting. All documentation before a committee for any item must be referred to in the minutes. A summary of any discussion sufficient to document a statement of reasons for any decision must be included in the minutes.

9. ETHICS

Conduct

9.1 The QUT Code of Conduct ( MOPP B/8.1) and the Corporate Governance Guidelines ( MOPP A/3.1.3) apply to all officers of the University serving on committees, including non-staff members and the Secretary.

Conflicts of interest

9.2 Conflicts of interest on Council, Council committees and Vice-Chancellor's committees must be dealt with in accordance with the Corporate Governance Guidelines ( MOPP A/3.1.3). When any conflict of interest is disclosed to a committee, the committee notes the conflict and:

(i) requires the member to absent themselves from any deliberations on the matter during meetings, and in some cases ensures that neither agenda papers nor minutes relating to the item are received; or

(ii) with the unanimous consent of other committee members, allows the member to be present for deliberations on the matter, with either rights of audience, or rights of audience and debate, as determined by the committee, but without voting rights.

The name of the member, the nature of the conflict and the manner of how it was dealt with must be recorded in the minutes.

9.3 Members must make entries in the Register of disclosed interests as a means of notifying a committee in advance of known interests which may have potential conflict. All entries in the Register are provided to the relevant committees. An opportunity to update the Register should be provided at the beginning of each year, with further updates made as necessary.

Indemnity

9.4 The University provides an indemnity to all officers of the University serving on its committees, including to non-staff members and to the Secretary, where they have diligently and conscientiously endeavoured to carry out their duties ( MOPP A/7.1).

10. REIMBURSEMENT OF EXPENSES TO COUNCIL MEMBERS

10.1 QUT reimburses all reasonable travel, accommodation and sustenance expenses incurred by any Council member in the performance of that member's duties.

10.2 If a question arises as to the reasonableness of any expenses incurred by any Council member, or whether an expense was incurred in the performance of a member's duties, Chancellor's Committee determines the matter.

11. INDUCTION AND REVIEW

11.1 On appointment, each member must be provided with confirmation of their appointment and term of office, as well as:

(i) the terms of reference of the committee;

(ii) this procedure;

11.2 Each year, each committee must have the opportunity of reviewing its terms of reference.

11.3 Each year, each Council and Vice-Chancellor's committee must review its performance against its terms of reference, and external or other benchmarks where relevant, and report on the results to Council or the Vice-Chancellor through Governance Services.

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