Director, Governance, Legal and Performance
Date of Next Review
1.1 QUT's Council and committee structure is a significant component of the University's governance framework (MOPP A/1.1). The University recognises that the contribution and involvement of QUT committees and members is critical to its effective corporate governance.
1.2 Council is authorised to regulate its proceedings as it considers appropriate under section 29 of the Queensland University of Technology Act 1998. This Procedure establishes and governs the University's committee system.
1.3 Matters of committee procedure not regulated by this Procedure are determined by the Vice-President (Administration) and University Registrar and documented in the Committee Services Manual maintained by Governance and Legal Services.
2.1 Council, Council committees and Vice-Chancellor and President's committees must operate in accordance with the directions of this Procedure, unless contrary to compliance obligations.
2.2 QUT also strongly encourages the following bodies to base their operations on this Procedure:
- Faculty or division based committees
- Local committees within the University (eg school or section based committees); and
- The boards and committees of any entities associated with the University, such as subsidiary companies, subject to their own constitutions and legislative requirements.
A member of a committee is a person filling one of the membership categories detailed in a committee's constitution and who attends meetings with full rights of audience, debate and voting. Membership categories consist of the following:
- members, external to the University, who are appointed to a committee by an officer or body
- members, internal to the University, who are nominated to a committee by an officer or body
- members who are elected to a committee by a specified cohort of staff or students
- members who are appointed in an ex officio capacity.
A chair of a committee is a membership category specified in the constitution of a committee. A chair provides leadership and guidance to a committee and is responsible for the proper conduct of meetings .
A deputy chair of a committee is a member who is nominated by other members of that committee to act as the chair in that person's absence (section 5).
An ex officio member of a committee is a University officer included as a member on the basis of their position at the University. An ex officio member remains as a member of a committee for as long as they hold their specified position.
A coopted member of a committee is a University officer with particular expertise who is requested by the committee to attend meetings on a regular basis with rights of audience and debate, but not voting rights. Coopted members may be appointed for the term of the committee or for a period specified by the committee.
An alternate member of a committee is a full member of a committee who attends a meeting when the ordinary member is unable to attend or a project from the ordinary member is scheduled to be considered at a meeting. Alternate membership is confined to the University's ethics committees.
An external member of a committee is a member who is not currently a staff member (including a sessional staff member) or a student of the University.
A secretary means a QUT officer appointed to undertake administrative tasks associated with meetings with the general business of the committee, with rights of audience and debate as determined by the chair, but not voting rights.
Rights of audience and debate means the entitlement extended to individuals to attend committee meetings and to listen and contribute to discussion of agenda items. Rights of audience and debate do not include rights of voting.
Rights of audience means the entitlement extended to individuals to attend committee meetings and to listen to discussion of agenda items. Rights of audience do not include rights of debate or voting. Rights of audience are extended to people in attendance at meetings for specific agenda items or people who attend meetings as observers.
4.1 Council is established as the University's governing body by the Queensland University of Technology Act 1998.
4.2 Council may establish Council committees as it deems necessary or convenient for the governance and operation of the University.
4.3 Council determines the constitution of its committees, including membership, terms of reference, and reporting and communication requirements.
Vice-Chancellor and President's committees
4.4 The Vice-Chancellor and President may establish Vice-Chancellor and President's committees to:
- meet compliance obligations
- contribute to specific management functions; or
- advise the Vice-Chancellor and President, or other senior officer of the University, on any matter.
4.5 The Vice-Chancellor and President determines the constitution of such committees, including membership, terms of reference, and reporting and communication requirements.
4.6 Each faculty is required to have a faculty academic board as determined by Council (A/3.7).
4.7 Faculty academic boards may establish faculty committees as deemed necessary or convenient for the management and operation of the faculty.
4.8 Faculty academic boards determine the constitution of any such faculty committees, including membership, terms of reference, and reporting and communication requirements.
4.9 Council and committees may establish temporary committees or working parties, if deemed necessary or convenient to carry out their functions.
4.10 The establishing body determines the constitution of such temporary committees or working parties, including membership, terms of reference, reporting and communication requirements with the establishing body and other bodies, and determines a designated date for termination or review.
5.1 The Chancellor is the chair of Council as required by the QUT Act.
5.2 The chair of a committee is designated in the relevant committee's constitution.
5.3 A committee, unless its constitution provides otherwise, may appoint a deputy chair from its members for the term of the committee.
5.4 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.
5.5 For Council and 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.
5.6 The Vice-President (Administration) and University Registrar is the secretary of Council.
5.7 The Vice-President (Administration) and University Registrar's nominee is the secretary to Council and Vice-Chancellor and President's committees.
Appointments and terms of office
6.1 The membership of Council and committees is designated in the constitution of each committee.
6.2 Elected and nominated committee members serve a term of office of up to two years. Council members nominated by Council or the Chancellor hold office for the term of the current Council.
6.3 Elections to positions on Council are conducted according to Council Procedure 7 - Conduct of Elections.
6.4 Apart from members formally acting in ex officio or nominated positions on committees, proxy or substitute members are not permitted unless specified in the constitution of a committee.
Resignation and vacation of office
6.5 The position of an elected, nominated or additional member of Council may be vacated in accordance with the QUT Act (section 24). Council members should provide written notice of resignation to the Chancellor, and to the Minister if an appointed member, or to the Vice-Chancellor and President if an elected or additional member.
6.6 An elected or nominated member of a 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.
6.7 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 (section 24, QUT Act).
6.8 Where an elected or nominated member of a 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.
6.9 Where an elected or nominated member of Council or a committee has apologised or been absent from every meeting in a period of six months, then the chair is authorised to enquire of the member whether they are able to continue as a member.
Leave of absence
6.10 Where an elected staff member on a 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
6.11 A casual vacancy in an elected position on Council is dealt with in accordance with the QUT Act (section 20A).
6.12 A casual vacancy in an elected position on a committee is filled by the candidate who received the next highest number of votes, if that candidate is still willing and 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.
6.13 A continuing vacancy in an elected position on a committee, where insufficient nominations are received in an electoral process, is filled as follows:
- where the position is elected from an organisational area, the head of the organisational area may nominate a member who meets the requirements; or
- where the position is not elected from an organisational area, the chair may nominate a member who meets the requirements.
Appointments to vacancies for remainder of term
6.14 Where an elected or nominated position on a 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
6.15 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, the appointment of an officer to multiple appointments on the same committee is discouraged.
Membership balance on committees
6.16 Where members of a committee are appointed or elected, nominating officers and bodies and electorates must take account of the expertise of particular members' gender balance and the diversity of the membership of the committee.
6.17 Where items of significance to target groups are to be considered, the chair is responsible for ensuring appropriate representation, or speaking rights of such representatives.
Rule of the chair
7.1 The conduct of meetings of Council and committees is by rule of the chair, subject to this Procedure.
7.2 The secretary is to be present for all formal deliberations of a committee.
7.3 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
7.4 The date, time of day and place for ordinary meetings of committees are published in the Schedule of Meetings which is developed each year in consultation with relevant officers, and in accordance with a committee's constitution and University business cycle.
7.5 For ordinary meetings, the secretary despatches the agenda to members at least seven days prior to the meeting, giving members notice of the date, time, location and agenda for the meeting.
7.6 Documentation for meetings should be provided to the secretary two working days before the scheduled despatch of the agenda for the 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 and President, chair, or the Council or committee itself, may permit the introduction of any subject for discussion.
7.7 Council and committees are not properly convened and cannot transact business unless there is a quorum. Subject to the constitution of any committee, a quorum is at least one-half of its 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 members 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 they hold.
7.8 If there is not a quorum within 15 minutes after the appointed starting time of the meeting, 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.
7.9 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. The meeting may then 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
7.10 Resolutions before Council or committees are decided by a majority of votes. Members may abstain from voting on any resolution. The chair has a vote and, in the case of an equality of votes, a second or casting vote.
7.11 Voting in a meeting 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
7.12 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 to the secretary is required
7.13 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.
7.14 Committees may conduct their ordinary business through the use of electronic technologies (eg Wiki) if this is agreed on by members and considered to be an appropriate method of conducting business for that particular committee. Electronic meetings are required to be conducted in accordance with this Procedure.
7.15 A committee may adjourn any of its meetings to a later date.
8.1 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
8.2 The Chancellor or Vice-Chancellor and President, or any six members of Council, may give notice in writing to the secretary calling a special meeting of Council for the purpose specified in the notice.
8.3 The chair of a committee, or at least a third of the number of members, may give notice in writing to the secretary calling a special meeting of the committee for the purpose specified in the notice.
8.4 A special meeting must be held within fourteen days after the secretary receives the notice.
8.5 Special meetings follow the provisions for ordinary meetings in this Procedure, except that:
- the notice requiring the meeting is to be circulated with the agenda
- the matter specified in the notice must be the first substantive item on the agenda; and
- where sound reasons exist as to why a decision is required in less than seven days, then less than seven days notice may be given.
9.1 The Vice-Chancellor and President may exercise the powers conferred on the Vice-Chancellor and President by the QUT Act, another Act or Council. The Vice-Chancellor and President may give any reasonable directions for these purposes, but reports any executive action taken to the next meeting of Council for noting.
9.2 Subject to the QUT Act, the chair of a 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.
Out of session consideration
9.3 Where a decision of Council or a committee is required before the next scheduled meeting, and the appropriate officer does not wish to take executive action, the chair may authorise an out of session consideration.
9.4 An out of session consideration 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 an out of session consideration, in writing, by email or online on a purpose built website, to the secretary by a specified date.
9.5 The recommendation of an out of session consideration is determined in accordance with the provisions 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 the Procedure, with the exception that, for Council, the recommendation must receive unanimous approval from members. If an out of session consideration of Council is not approved unanimously, the recommendation must be referred to a full meeting for further consideration.
9.6 A report on the outcome of an out of session consideration, 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.
10.1 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 and recorded in its minutes and in the QUT Schedule of Authorities and Delegations.
10.2 The QUT Act requires that any committee to which Council delegates any of its powers must include at least one member of Council, with the exception of faculty academic boards.
10.3 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 (Appendix 3). Continuing delegation of power to a committee must also be included in the constitution of the committee.
10.4 Power delegated by Council or the Vice-Chancellor and President to a committee may not be further delegated unless otherwise specified in the Schedule of Authorities and Delegations.
11.1 The documents of Council and Council committees are permanent records of QUT under the Disposal Schedule and are generally considered matters of public record of the University's functions and activities. As such committee records must be maintained in accordance with the University’s record keeping policies and procedures. The retention and disposal of other committee records is in accordance with the Disposal Schedule.
11.2 Committee documents are considered confidential to members prior to meetings, and may be designated confidential on a continuing basis.
11.3 The Vice-President (Administration) and University Registrar makes provision for storage and access to Council and committee records.
11.4 Minutes of meetings of Council and 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, including any documents tabled at a meeting, 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.
12.1 Council and committee members are expected to discharge their responsibilities in an ethical and responsible manner, consistent with the QUT Act (sections 10 and 26A) and the QUT Code of Conduct, regardless of their membership category and relationship to the University.
12.2 Committee members must bring commitment, competence and skill to their role and to the pursuit and protection of the University's interests. In support of this, members will be provided with the necessary resources, including timely and adequate information relevant to the conduct and content of the business of the committee.
12.3 Committee members should understand the University's culture, interests, strategic plans and decision-making processes, in order to properly fulfil their responsibilities. Familiarity with issues and trends in tertiary education is also valuable.
12.4 Individuals should not seek or agree to membership if there are any continuous constraints on their attendance at meetings, ability to contribute to the committee or willingness to engage with its business.
Use of position and information
12.5 Members will avoid any improper use of information or their position. Improper use of position includes taking actions which may result in an actual, potential, or perceived advantage for a member, or any other person or organisation, or which leads to detriment to the University.
12.6 Members appointed or elected by a specific interest group (staff and students, for example), or those members who have other interests related to the University must be particularly careful to avoid improper use of membership, or information obtained during membership. Council members have an especial obligation to put the interests of the University above those of any other person, group or organisation.
12.7 Members will avoid disclosing confidential and commercially sensitive information. Committee documents are considered confidential prior to a meeting. Members must not pass on any committee documents to third parties, prior to a meeting. Documents marked confidential should not be discussed with, or distributed to, others at any time. Other confidential information may be obtained in the course of official committee duties and should not be disclosed.
Conflicts of interest
12.8 Conflicts of interest on Council and committees must be dealt with in accordance with the Conflict of interest policy. When any conflict of interest is disclosed to a committee, the committee notes the conflict and:
- 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
- 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.
12.9 Members must make entries in the QUT Disclosure of Interest (DOI) System as a means of notifying a committee in advance of known interests which may have potential conflict. All entries made by a member in the DOI System are provided to the relevant committees. An opportunity to update the DOI System is provided at the beginning of each year, with further updates made as necessary.
Separation of roles
12.10 Members should take care not to confuse the governance roles of committees with the management role of the Vice-Chancellor and President and other University staff.
12.11 A committee's constitution defines its responsibilities, authorities and accountabilities and members should be familiar with a committee's specific role in the University's governance framework.
Communication internally and externally
12.12 Members should regularly communicate the non-confidential deliberations and decisions of committees to those whom they are representing.
12.13 Members of committees should progress QUT's objectives, including promoting its agreed strategic directions and shaping its culture, through effective communication with the University community and other stakeholders.
12.14 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 (A/7.1).
13.1 QUT reimburses all reasonable travel, accommodation and sustenance expenses incurred by any Council member or external committee member in the performance of that member's duties.
13.2 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, Governance, Nominations and Remuneration Committee determines the matter.
13.3 Remuneration of committee members may occur under certain circumstances, subject to the approval of the Vice-President (Administration) and University Registrar, consistent with State Government guidelines.
14.1 On appointment, each committee member must be provided with confirmation of their appointment and term of office, as well as:
- the constitution of the committee
- this Procedure
- a meeting schedule for the committee where this is available
- any code of conduct relevant to committee members, including details of managing conflicts of interest; and
- details of indemnity and insurance for committee members.
14.2 Every two years, Council and each committee must review its performance against its constitution, and other relevant benchmarks using the appropriate evaluation instruments, and report on the results to Council or the Vice-Chancellor and President through Governance, Legal and Performance. Individual members should participate in this review, including a review of their personal contribution to the committee.
|25.02.19||Council||Revised Council Procedure 1 - Committees. Section 9, nomenclature change from flying minute to out of session consideration|
|06.12.17||Council||Revised Council Procedure 1 - Committees to remove Faculty advisory committees (Section 4.9)|
|28.08.14||Council||Revised section 6.3 following lapsing of Queensland University of Technology (Conduct of Elections for elected members of Council) Statute 2003 and approved new Council Procedure 7 - Conduct of elections (effective 01.09.14)|
|07.05.14||Council||Revised Council Procedure 1 - Committees. Definition for external member included in Section 3 Definitions|
|28.04.10||Council||Revised Council Procedure 1 - Committees (periodic review). Section 12 replaces former A/1.2 QUT Corporate Governance Guidelines|
|25.10.06||Council||Revised Council Procedure 1 - Committees (relating to term of office of elected and nominated members, and student representation on committees)|
|14.12.05||Council||Devolved authority to faculty academic boards to approve membership of faculty and school advisory committees - s1.9 (endorsed by University Academic Board 18.11.05)|
|02.06.04||Council||Approved revised Council Procedure 1 - Committees and Council Procedure 3 - Election of Chancellor and Deputy Chancellor|
|16.04.03||Council||Approved revised Council Procedure 1 - Committees|
Approved Council Procedures (1-3)