Governance

Recommendation 16: Frequency of general meetings

Amend the Act to require the holding of at least one general meeting per year in addition to the Annual General Meeting (AGM) with an exemption from the requirement being able to be granted in appropriate circumstances from the Minister or a Registrar appointed under the Act.

Recommendation 17: Quorum for general meetings

1. Amend the Act to provide that if a quorum is not reached, or not maintained for the time specified for the meeting, the Secretary can adjourn the meeting to a time to be fixed within two to six weeks and can seek an exemption from the quorum rule with the number of people to be required to form a quorum to be determined by the Minister or the Registrar.
2. The amendment should specify:
   1. the time in which the request is to be made, and the time in which the request for a lesser quorum should be approved and
   2. that a general meeting constituted with a lesser quorum is not to make any decision in relation to the leasing or disposal of land.

Recommendation 18: Notice of general meetings

Amend the Act to require that a notice of a general meeting is to specify the time, date and location of the meeting and indicate the general nature of each item of business to be considered at the meeting.

Recommendation 19: Minutes of general meetings

Amend the Act to require that:

a. the Trust is to keep minutes of each General Meeting which records the attendance, the business considered at the meeting, any resolution on which a vote was taken and the result of the vote; and

b. the minutes of the General Meeting be made available to members upon request.

Recommendation 20: Election of Committee of Management

Amend the Act to make clear that the Trust can reintroduce a staggered term at an AGM if, for whatever reason, it has failed to be maintained. If staggered terms are reintroduced, three persons should be elected for one year, two persons should be elected for two years and two persons should be elected for three years. The Minister or Registrar should approve the reintroduction of staggered terms.

Recommendation 21: Disqualification from the Committee of Management

1. Amend the Act to provide that, in addition to the existing prohibitions, a person should be disqualified from sitting on the Committee of Management if they are convicted of an offence that involves dishonesty and is punishable by imprisonment for at least three months. The period of disqualification should be either five years after the conviction, or five years after the person serves a term of imprisonment, whichever is later.

2. Amend the Act to provide that a person is also prohibited from sitting on the Committee of Management at a particular time if the person is, at that time, disqualified from managing Corporations Act corporations under Part 2D.6 of the Corporations Act.

Recommendation 22: Quorum for Committee of Management

Amend the Act to provide that a quorum for Committee of Management is four committee members rather than three.

Recommendation 23: Minutes of Committee of Management meetings

Amend the Act to make clear that the Committee of Management is to keep minutes of its meetings.

 Recommendation 24: Casual vacancies

Amend s 15(2) of the Act to provide that a casual vacancy is to be filled at the next general meeting after the casual vacancy arises.

Recommendation 25: Model rules

1. Amend the Act to provide for Model Rules as a schedule to the Act, which are able to be modified by the Trust.
2. The Model Rules should at least set out rules that are consistent with the Act in relation to:
   1. the process for giving of notice of meetings of the Committee of Management;
   2. the process for appointing the chair and the secretary, and the term of the chair and secretary;
   3. the role and function of the chair and the secretary;
   4. a Code of Conduct for members of the Committee of Management;
   5. any requirements for members of the Committee of Management to undergo governance training;
   6. where the Trust employs a chief executive officer (CEO), the role of the CEO;
   7. the process for nominating persons for election;
   8. the process of voting at general meetings, including the calling and holding a poll vote;
   9. the requirements to keep minutes of resolutions at general meetings and Committee of Management meetings;
   10. the processes for transferring shares and amending the share register;
   11. the process at both general meetings and meetings of the Committee of Management for dealing with pecuniary interests;
   12. the filling of casual vacancies and
   13. an internal process that provides for the resolution of disputes internal to the operation of the Trust.
3. The Model Rules should be prepared in consultation with the Trusts.

Recommendation 26: Pecuniary interests

Amend the Act that a person shall not vote or take part in any discussion on any matter at a general meeting or a meeting of the Committee of Management in which they have a material personal interest.

Recommendation 27: Exemption from compliance

Amend the Act to allow the Minister or a Registrar to provide a Trust with an exemption from compliance, or an extension of time to comply with requirements of the Act.