TAFE Tasmania Act 1997

TAFE Tasmania Act 1997

An Act to provide for the establishment of TAFE Tasmania as a provider of vocational and further education

Be it enacted by His Excellency the Governor of Tasmania, by and with the advice and consent of the Legislative Council and House of Assembly, in Parliament assembled, as follows:

PART 1 - Preliminary

1.   Short title

This Act may be cited as the TAFE Tasmania Act 1997 .

2.   Commencement

This Act commences on a day to be proclaimed.

3.   Interpretation

In this Act –

absent means –

(a) absent from duty; or

(b) absent from Australia; or

(c) otherwise unable to perform as a director; or

(d) absent because of having died, resigned or been removed from office;

advisory committee means a committee established under section 34 ;

audit committee means the committee established under section 33 ;

Board means the Board of directors of TAFE Tasmania referred to in section 8 ;

chief executive officer means a person appointed as chief executive officer of TAFE Tasmania under section 15 ;

corporate plan means the corporate plan referred to in section 30 ;

director means a director of the Board;

employee means a person appointed, employed or engaged under section 36 ;

financial statements means the financial statements referred to in section 25 ;

student means a person who is undertaking vocational and further education with TAFE Tasmania;

student organisation means an organisation formed for the benefit of students;

vocational and further education means vocational and further education as specified in section 4 .

4.   Vocational and further education

(1)  Vocational and further education is to be directed to –

(a) the preparation for the development of occupational competencies; and

(b) the development of occupational competencies; and

(c) the development of cognitive, social, artistic and physical competencies.

(2)  Vocational and further education includes –

(a) provision of education and training; and

(b) development of education and training materials; and

(c) assessment of competencies; and

(d) adult and community education; and

(e) adult literacy, language and numeracy education; and

(f) adult basic education.

PART 2 - TAFE Tasmania

Division 1 - Establishment of TAFE Tasmania

5.   Establishment of TAFE Tasmania

(1)  The Minister is to establish a body to be known as TAFE Tasmania.

(2)  TAFE Tasmania –

(a) is a body corporate with perpetual succession; and

(b) has a seal; and

(c) may sue and be sued in its corporate name; and

(d) is an instrumentality of the Crown.

6.   Functions of TAFE Tasmania

The functions of TAFE Tasmania are as follows:

(a) to provide vocational and further education in accordance with any policies and directions provided by the Minister;

(b) to provide services for students in relation to vocational and further education;

(c) to develop and maintain communication with employees and students;

(d) to advise the Minister of any significant development relating to the provision of vocational and further education.

7.   Powers of TAFE Tasmania

(1)  TAFE Tasmania has the following powers:

(a) to undertake commercial activities incidental to the provision of vocational and further education;

(b) to undertake research incidental to the provision of vocational and further education;

(c) to lease, hire, sell or buy property, other than real property;

(d) with the approval of the Minister, to lease, sell or buy real property;

(e) to hire real property;

(f) to do anything necessary or convenient in relation to the performance of its functions.

(2)  TAFE Tasmania may –

(a) with the written approval of the Minister and the Treasurer form, or participate in the formation of, a company; or

(b) with the written approval of the Minister and the Treasurer, participate in a trust; or

(c) with the written approval of the Minister, participate in any or all of the following arrangements for the purpose of the sharing of profits:

(i) a joint venture;

(ii) partnership;

(iii) any other arrangement.

Division 2 - Board of TAFE Tasmania

8.   Board of TAFE Tasmania

(1)  TAFE Tasmania has a Board of directors consisting of –

(a) the chief executive officer of TAFE Tasmania; and

(b) 6 persons who together have –

(i) the knowledge and skills necessary to ensure that the functions of TAFE Tasmania are performed competently; and

(ii) business and financial skills; and

(iii) understanding of the requirements for meeting the vocational and further education needs of industries and the community.

(2)  The persons referred to in subsection (1)(b) are appointed by the Minister who is to take into account –

(a) the need to have both males and females as directors; and

(b) the desirability of having persons from all regions of the State as directors.

(3)  The Minister may appoint a director appointed under subsection (1)(b) as chairperson of the Board.

(4)  Schedule 1 has effect with respect to directors.

(5)  Schedule 2 has effect with respect to meetings of the Board.

9.   Responsibilities and powers of Board

(1)  The Board is responsible to the Minister for –

(a) the performance of the functions of TAFE Tasmania; and

(b) the achievement by TAFE Tasmania of the objectives specified in its corporate plan; and

(c) ensuring that the business and affairs of TAFE Tasmania are managed and conducted –

(i) in accordance with sound business practice; and

(ii) in a manner that is consistent with any policy expectations and directions given by the Minister under section 11 .

(2)  The Board has power to do anything necessary or convenient in relation to its responsibilities under this Act.

10.   Delegation by Board

The Board, in writing, may delegate any of its powers or responsibilities, other than this power of delegation, to –

(a) the chief executive officer; and

(b) any director.

11.   Policy expectations and directions

(1)  The Minister is to give the Board, by notice in writing, the policy expectations of the Minister for TAFE Tasmania.

(2)  The Minister, by notice in writing, may give the Board directions in connection with the functions and powers of TAFE Tasmania.

(3)  The Board must comply with any direction given by the Minister.

12.   Acting directors

(1)  The Minister may appoint a person to act as a director if a director is absent.

(2)  A person appointed to act as a director under this section is taken to be a director.

(3)  The appointment of a person to act as a director terminates when the absent director resumes the performance of the functions of director.

13.   Offences as director

(1)  A director must act honestly in the performance and exercise of the functions and powers of a director.

Penalty:  Fine not exceeding 50 penalty units.

(2)  In performing and exercising the functions and powers of a director, a director must exercise the same degree of care and diligence that a person in a similar position in a corporation within the meaning of the Corporations Law is required to exercise.

Penalty:  Fine not exceeding 50 penalty units.

(3)  A director or former director must not use improperly, whether within Tasmania or elsewhere, information acquired as a director –

(a) to gain, directly or indirectly, a personal advantage or an advantage for another person; or

(b) to cause damage to TAFE Tasmania.

Penalty:  Fine not exceeding 100 penalty units or imprisonment for a term not exceeding 5 years, or both.

(4)  A director or former director must not use improperly, whether within Tasmania or elsewhere, his or her position as a director or the fact that he or she is or was a director –

(a) to gain, directly or indirectly, a personal advantage or an advantage for another person; or

(b) to cause damage to TAFE Tasmania.

Penalty:  Fine not exceeding 100 penalty units or imprisonment for a term not exceeding 5 years, or both.

14.   Repayment of improper profit

If a person is found guilty of an offence under section 13 , TAFE Tasmania may recover in a court of competent jurisdiction as a debt due to it –

(a) any profit made by that person or another person as a result of the commission of the offence; and

(b) an amount equal to any loss and damage it suffered as a result of the commission of the offence.

Division 3 - Chief executive officer

15.   Chief executive officer

(1)  The Minister may appoint a person as chief executive officer of TAFE Tasmania.

(2)  The chief executive officer –

(a) is entitled to be paid the remuneration and allowances specified in the instrument of appointment; and

(b) holds office for the period, not exceeding 5 years, and on any conditions, specified in the instrument of appointment.

(3)  The chief executive officer must not engage in paid employment outside the duties of the office unless the instrument of appointment allows for it.

(4)  The appointment of a person as chief executive officer is not invalid merely because of a defect or irregularity in relation to the appointment.

(5)  The Minister, after consultation with the Board, may revoke the appointment of the chief executive officer in accordance with the instrument of appointment.

16.   Responsibilities of chief executive officer

(1)  The chief executive officer is responsible to the Board for the general administration and management of TAFE Tasmania.

(2)  The chief executive officer –

(a) must carry out any responsibilities, and may exercise any powers, delegated by the Board; and

(b) must perform any functions or carry out any responsibilities imposed on, and may exercise any other powers granted by, this or any other Act.

17.   Delegation by chief executive officer

The chief executive officer, in writing, may delegate any of his or her responsibilities, functions or powers, other than this power of delegation, to any person.

Division 4 - Financial provisions

18.   Banking accounts of TAFE Tasmania

TAFE Tasmania may open and maintain any bank, credit union and building society accounts it considers necessary.

19.   Funds of TAFE Tasmania

(1)  The funds of TAFE Tasmania consist of any money –

(a) received by it in the course of performing its functions and exercising its powers; and

(b) received by it as interest in respect of loans or investments that it has made; and

(c) received by it as profit arising out of investments that it has made; and

(d) received by it by way of fees and charges under this Act; and

(e) borrowed or raised by it under this Act; and

(f) received by it from the sale, lease, hire or disposal of its property; and

(g) received by it from any other source.

(2)  The funds of TAFE Tasmania are to be applied –

(a) in payment of the remuneration of any person under section 36 ; and

(b) in payment of the remuneration of directors; and

(c) in the payment or discharge of the expenses, charges and obligations incurred or undertaken by TAFE Tasmania in the performance of its functions and the exercise of its powers.

20.   Investment

Subject to section 16 of the Tasmanian Public Finance Corporation Act 1985 , TAFE Tasmania may invest any funds held by it and any interest accumulated in respect of those funds in any manner that is consistent with sound commercial practice.

21.   Borrowing from Treasurer

(1)  The Treasurer may lend to TAFE Tasmania, out of money provided by Parliament for the purpose, any money the Treasurer considers appropriate.

(2)  A loan is subject to any conditions the Treasurer determines.

(3)  A loan and any interest or other charge payable in respect of the loan is a debt repayable to the Crown by TAFE Tasmania.

22.   Borrowing from other persons

(1)  Subject to section 16 of the Tasmanian Public Finance Corporation Act 1985 , TAFE Tasmania may borrow, or otherwise obtain financial accommodation, from a person other than the Treasurer for the purpose of performing its functions if the Minister and Treasurer approve that borrowing or other obtaining of financial accommodation.

(2)  TAFE Tasmania may use all or part of its assets as security for a borrowing or financial accommodation obtained by it under subsection (1) and any interest or charges payable in respect of that financial accommodation.

(3)  On the request of the Minister, the Treasurer may guarantee the payment or repayment to a person from whom TAFE Tasmania borrows or obtains financial accommodation under subsection (1) of any one or more of the following:

(a) the amount borrowed or credit obtained;

(b) any interest payable in respect of the amount borrowed or financial accommodation;

(c) any charges relating to the borrowing or financial accommodation;

(d) any expenses of that person incurred in relation to the borrowing or financial accommodation and that are payable by TAFE Tasmania.

(4)  A guarantee is subject to any conditions the Treasurer determines.

(5)  A payment or repayment which is required to be made under a guarantee is payable out of the Consolidated Fund without further appropriation than this section.

(6)  If the Treasurer makes any payment or repayment under a guarantee, an amount equal to the amount so paid or repaid, and any interest or other charge payable by TAFE Tasmania in accordance with the conditions to which the guarantee is subject, is a debt repayable by TAFE Tasmania into the Consolidated Fund on the conditions and in the manner determined by the Treasurer.

(7)  A creditor must not enforce a guarantee against the Treasurer until the creditor has exercised all rights and remedies under all securities held in respect of the payment or repayment guaranteed.

23.   Effect of Financial Agreement Act 1994

If the Treasurer, under section 5(1) of the Financial Agreement Act 1994 , requires TAFE Tasmania to do or refrain from doing anything for the purpose of implementing the Agreement, within the meaning of that Act, TAFE Tasmania must comply with that requirement.

Division 5 - Accounting records, statements and reports

24.   Accounting records

The Board is to –

(a) keep accounting records that correctly record and explain its transactions (including any transactions as trustee) and financial position; and

(b) keep those records in a manner that –

(i) allows true and fair accounts of TAFE Tasmania to be prepared from time to time; and

(ii) allows the accounts of TAFE Tasmania to be conveniently and properly audited or reviewed; and

(iii) subject to any contrary direction of the Treasurer, complies with the Australian Accounting Standards; and

(iv) complies with any written directions of the Minister.

25.   Financial statements

(1)  Within 60 days after the end of the financial year, the Board is to –

(a) prepare the financial statements for TAFE Tasmania relating to that financial year; and

(b) provide the Auditor-General with the financial statements of TAFE Tasmania.

(2)  Financial statements in respect of a financial year are to consist of the following:

(a) an operating statement for that financial year;

(b) a statement of financial position as at the end of that financial year;

(c) a statement of the cash flows for that financial year;

(d) any other financial information required to be included by a direction given under subsection (4) ;

(e) any statements, reports and notes, other than a directors' report or an auditor's report, attached to, or intended to be read with, the operating statement and the statement of financial position.

(3)  The financial statements are to –

(a) comply with anydirection given under subsection (4) ; and

(b) subject to that direction, comply with the Australian Accounting Standards.

(4)  The Treasurer may give any written directions to the Board in respect to the form of the financial statements.

26.   Extension of time to prepare financial statements

(1)  Within 45 days after the end of the financial year, the Board may apply to the Treasurer for an extension of the period within which it must prepare, and provide to the Auditor-General, its financial statements.

(2)  An application is to –

(a) include detailed reasons for the need for an extension of time; and

(b) specify the day by which the Board estimates that it can provide the financial statements.

(3)  The Treasurer may –

(a) refuse to grant the application for an extension of the period in which the Board is required to prepare and provide financial statements; or

(b) grant the application and extend the period as the Treasurer considers appropriate.

(4)  The Treasurer is not to grant an extension of time that would prevent the Minister from tabling an annual report in accordance with section 29 .

(5)  Within 7 days after being notified of an extension of time, the Board must notify the Minister of the details of the extension.

27.   Opinion of Auditor-General

The Auditor-General must provide the Board, the Minister and the Treasurer with a copy of his or her opinion given under section 40 of the Financial Management and Audit Act 1990 in respect of the financial statements of TAFE Tasmania.

28.   Annual report

(1)  The Board is to prepare for TAFE Tasmania an annual report for each financial year.

(2)  The annual report is to include the following:

(a) the financial statements of TAFE Tasmania for the financial year to which the annual report relates;

(b) a copy of the opinion of the Auditor-General received under section 27 in respect of the financial statements;

(c) a summary of its corporate plan approved under section 30 ;

(d) a report on the performance of TAFE Tasmania;

(e) a report on the operations of TAFE Tasmania;

(f) the details of any extension of time granted under section 26 ;

(g) any information the Minister requires relating to the directors, chief executive officer and employees;

(h) the details of any policy expectations and directions given by the Minister under section 11 and any action taken by the Board in respect of those expectations and directions;

(i) any other information the Minister requires;

(j) any other information that the Board considers is appropriate or necessary to properly inform the Minister and Parliament as to the performance and progress of TAFE Tasmania.

(3)  The Board is to forward the annual report to the Minister.

(4)  Section 33AB of the Tasmanian State Service Act 1984 does not apply in respect of the Board.

29.   Tabling of annual report

(1)  The Minister is to lay a copy of the annual report of TAFE Tasmania provided under section 28 before each House of Parliament within 5 months after the end of the financial year to which the annual report relates.

(2)  If the Minister is unable to comply with subsection (1) for any reason other than that a House of Parliament is not sitting at the expiration of the period specified in that subsection, the Minister, before the expiration of that period, is to lay before each House of Parliament a statement specifying –

(a) the reasons for the failure to comply with that subsection; and

(b) an estimate of the day by which a copy of the annual report may be ready to lay before each House of Parliament.

(3)  If the Minister is unable to lay a copy of the annual report before a House of Parliament within the period specified in subsection (1) or by the day specified in a statement referred to in subsection (2) because either House of Parliament is not sitting at the expiration of that period or on that day, the Minister is to –

(a) forward a copy of the annual report to the Clerk of that House of Parliament immediately after the expiration of that period or that day; and

(b) lay a copy of the annual report before that House within the next 7 sitting days of that House.

30.   Corporate plan

(1)  The Board, no later than 31 May in each year, is to prepare a corporate plan in respect of at least a 3-year period commencing on 1 July in that year.

(2)  The corporate plan is to include the following:

(a) a statement of TAFE Tasmania's objectives, policies and programs;

(b) a statement of TAFE Tasmania's financial plans;

(c) the major strategies to be used to achieve the objectives and give effect to the policies, programs and plans.

(3)  The Board is to forward a copy of a proposed corporate plan to the Minister for approval.

(4)  The Board is to –

(a) review the corporate plan at least once in each financial year; and

(b) forward a copy to the Minister for approval.

(5)  The Minister, after consultation with the Treasurer, may –

(a) approve the corporate plan; or

(b) require the Board to amend the corporate plan before approving it.

31.   Notification of developments

The Board is to notify the Minister, as soon as practicable, of any developments that, in the opinion of the Board, may –

(a) prevent or significantly affect the achievement of the objectives specified in the corporate plan; or

(b) significantly affect the financial viability or operating ability of –

(i) TAFE Tasmania; or

(ii) any subsidiaries or trusts orarrangements referred to in section 7(2)(c) ; or

(c) significantly affect any other policy or program specified in the corporate plan.

32.   Minister may require information

(1)  The Minister may require the Board to provide to a Minister specified in the requirement information relating to the affairs, or the performance and exercise of the functions and powers, of TAFE Tasmania.

(2)  The Board must comply with a requirement made under subsection (1) .

PART 3 - Miscellaneous

33.   Audit committee

(1)  The Board must establish an audit committee.

(2)  An audit committee is to provide the Board with advice on any of the following:

(a) the internal audit charter of TAFE Tasmania;

(b) monitoring the systems of financial reporting and internal control;

(c) the resources necessary to carry out internal audit of TAFE Tasmania;

(d) any other matter referred to it by the Board.

(3)  Schedule 3 has effect with respect to the membership and meetings of the audit committee.

34.   Advisory committees

(1)  The Board may establish any advisory committee it considers appropriate in relation to the functions and powers of TAFE Tasmania.

(2)  An advisory committee is to provide advice to the Board on any matter referred to it by the Board.

(3)  Schedule 3 has effect with respect to the membership and meetings of an advisory committee.

35.   Institutes

(1)  The Minister, after consultation with the Board, by order, may –

(a) designate an organisational unit of TAFE Tasmania as an institute for the purpose of providing vocational and further education; and

(b) give a name to that institute.

(2)  The Minister, after consultation with the Board, by order, may –

(a) abolish an institute; and

(b) amalgamate 2 or more institutes; and

(c) change the name of an institute.

(3)  An institute established under this section is under the control and direction of TAFE Tasmania.

36.   Employees

(1)  Subject to and in accordance with the Tasmanian State Service Act 1984 , persons may be employed or appointed for the purpose of this Act.

(2)  With the written consent of the Minister and the Minister administering the Tasmanian State Service Act 1984 and in exceptional circumstances, TAFE Tasmania may employ or engage any person or class of person it considers necessary for the performance of its functions.

(3)  The Tasmanian State Service Act 1984 does not apply to persons employed or engaged under subsection (2) .

(4)  The terms and conditions of persons employed or engaged under subsection (2) are –

(a) subject to any relevant award or industrial agreement; and

(b) as otherwise determined by TAFE Tasmania.

(5)  TAFE Tasmania may arrange with the Head of an Agency for persons employed in that Agency to be made available for the purpose of this Act.

37.   Fees, levies and charges

(1)  TAFE Tasmania may impose any fees, levies and charges it considers appropriate in respect of goods and services provided in relation to any of its functions and powers.

(2)  TAFE Tasmania may exempt a person or class of person from the obligation to pay all or part of any fee, levy or charge imposed.

(3)  Any fees, levies and charges received by TAFE Tasmania are to be paid into the funds of TAFE Tasmania.

38.   Guidelines relating to access to facilities and equipment

(1)  TAFE Tasmania, with the approval of the Minister, may issue guidelines in relation to –

(a) access to any facilities and equipment owned or managed by it; and

(b) the conditions of access; and

(c) any fees, levies and charges payable for access.

(2)  Guidelines may specify that access and conditions of access to facilities and equipment are subject to the operational requirements of TAFE Tasmania.

(3)  The Board is to ensure that access under this section and fees, levies and charges payable for that access are in accordance with the guidelines.

39.   Transfer of Crown land

(1)  The Minister, by order published in the Gazette, may transfer Crown land specified in the order to TAFE Tasmania if –

(a) the Treasurer and the Minister administering the Crown Lands Act 1976 approve that transfer; and

(b) TAFE Tasmania has agreed to the transfer.

(2)  On the notification in the Gazette of the making of an order, the Crown land specified in the order vests in TAFE Tasmania –

(a) free from all encumbrances; or

(b) subject to an estate or interest in land of a person specified in the order.

(3)  On the recommendation of the Minister, the Treasurer, by order, may exempt TAFE Tasmania from any liability to pay any State charges, taxes or duties specified in the order in respect of the vesting of land under this section.

40.   Transfer of assets and liabilities

The Minister, by order published in the Gazette, may transfer any assets and liabilities of the Crown relating to the provision of vocational and further education to TAFE Tasmania as specified in that order.

41.   Regulations

(1)  The Governor may make regulations for the purpose of this Act.

(2)  Regulations may be made so as to apply differently according to matters, limitations or restrictions, whether as to time, circumstance or otherwise, specified in the regulations.

(3)  The regulations may –

(a) provide that a contravention of, or a failure to comply with, any of the regulations is an offence; and

(b) in respect of such an offence, provide for the imposition of a fine not exceeding 20 penalty units and, in the case of a continuing offence, a further fine not exceeding 5 penalty units for each day during which the offence continues.

(4)  The regulations may authorise any matter to be from time to time determined, applied or regulated by the Board or the chief executive officer.

(5)  The regulations may contain provisions of a savings or transitional nature consequent on the enactment of this Act.

(6)  A provision referred to in subsection (5) may take effect on and from the day on which this Act commences or a later day.

42.   By-laws

(1)  The Board may make by-laws in respect of –

(a) any matter relating to the functions and powers of TAFE Tasmania; and

(b) the conduct and discipline of any persons in respect of –

(i) any facilities and equipment owned or managed by TAFE Tasmania; or

(ii) the provision of vocational and further education; and

(c) the operation of student organisations.

(2)  By-laws may be made so as to apply differently according to matters, limitations or restrictions, whether as to time, circumstance or otherwise, specified in the regulations.

(3)  The by-laws may –

(a) provide that a contravention of, or a failure to comply with, any of the by-laws is an offence; and

(b) in respect of such an offence, provide for the imposition of a fine not exceeding 20 penalty units and, in the case of a continuing offence, a further fine not exceeding 5 penalty units for each day during which the offence continues.

(4)  The by-laws may authorise any matter to be from time to time determined, applied or regulated by the Board or the chief executive officer.

43.   Repeal

Part 7, section 81 and Schedule 3 of the Vocational Education and Training Act 1994 are repealed.

44.   Administration of Act

Until provision is made in relation to this Act by order under section 4 of the Administrative Arrangements Act 1990  –

(a) the administration of this Act is assigned to the Minister for Education and Vocational Training; and

(b) the Department responsible to the Minister for Education and Vocational Training in relation to the administration of this Act is the Department of Vocational Education and Training.

SCHEDULE 1 - Directors

Section 8(4)

1.   Interpretation

In this Schedule,

director  –

(a) includes an acting director; and

(b) does not include a chief executive officer.

2.   Term of office

A director holds office for the period, not exceeding 3 years, specified in the instrument of appointment.

3.   Conditions of appointment

(1) A director is entitled to be paid any remuneration and allowances the Minister determines.

(2) A director holds office on any conditions specified in the instrument of appointment.

4.   Holding other office

The holder of an office who is required under any Act to devote the whole time to the duties of that office is not disqualified from –

(a) holding that office in conjunction with the office of director; or

(b) accepting any remuneration payable to a director.

5.    Tasmanian State Service Act 1984 inapplicable

The Tasmanian State Service Act 1984 does not apply in relation to a director.

6.   Leave of absence

The Board may grant a leave of absence on any conditions it considers appropriate.

7.   Resignation

A director may resign by signed notice given to the Minister.

8.   Removal of director

(1) The Minister may remove a director from office –

(a) if the director has benefited from, or claimed to be entitled to benefit from, a contract made by or on behalf of TAFE Tasmania, other than a contract for goods or services supplied by TAFE Tasmania, if those goods or services are ordinarily supplied by TAFE Tasmania on the same terms as are ordinarily supplied to other persons in the same situation; or

(b) if the director fails to disclose a pecuniary interest as required under clause 7 of Schedule 2 ; or

(c) if the director has been convicted of an offence under this Act; or

(d) if the director has been convicted of an indictable offence or an offence which, if committed in Tasmania, would be an indictable offence; or

(e) if the Minister considers that the director is –

(i) physically or mentally incapable of continuing as a director; or

(ii) unable to perform adequately or competently as a director; or

(f) if the director has been absent for 3 consecutive meetings of the Board without the permission of the Board; or

(g) for any other just cause or excuse.

(2) The Minister may remove an acting director from office for a reason specified in subclause (1) .

(3) The Minister may remove all directors, other than acting directors, from office if satisfied that the Board has wilfully disregarded any policy expectations or directions given by the Minister under section 11 .

9.   Filling of vacancy

(1) A director, other than an acting director, vacates office if he or she –

(a) dies; or

(b) resigns; or

(c) is removed from office under clause 8 .

(2) The Minister mayappoint a person to a vacant office of director for the remainder of the predecessor's term of office if satisfied that the person has the necessary skills and experience.

10.   Defect not to invalidate appointment

An appointment of a person as a director is not invalid merely because of a defect or irregularity in relation to the appointment.

SCHEDULE 2 - Meetings of board

Section 8(5)

1.   Convening of meetings

(1) The Board is to meet at least 6 times in each calendar year at a time and place it determines.

(2) The chairperson, after giving each director reasonable notice of a meeting –

(a) may convene any other meeting at any time; and

(b) must convene a meeting when requested to do so –

(i) by the Minister; or

(ii) by 2 or more other directors.

(3) If the chairperson is absent from duty or otherwise unable to perform the duties of the office, a meeting may be convened, after reasonable notice of the meeting has been given of the meeting, by –

(a) 2 or more other directors; or

(b) a person authorised by the Board to do so.

(4) What constitutes reasonable notice is to be determined by the Board.

2.   Presiding at meetings

(1) The chairperson presides at all meetings of the Board at which he or she is present.

(2) If the chairperson is not present at a meeting of the Board, a director, other than the chief executive officer, chosen by the directors present at the meeting is to preside.

3.   Quorum and voting at meetings

(1) A quorum at any duly convened meeting of the Board is the majority of the total number of directors.

(2) At a meeting of the Board –

(a) the director presiding has a deliberative vote only; and

(b) a question is decided –

(i) by a majority of votes of the directors present and voting; or

(ii) in the negative if there is an equality of votes of the directors present and voting.

(3) If a director at a meeting of the Board is excluded from being present and taking part in the consideration and decision of the Board in relation to the matter being considered, a quorum for the purposes of considering and making a decision in relation to that matter is constituted by the number of directors specified as constituting a quorum in subclause (1) less the director so excluded.

4.   Conduct of meetings

(1) Subject to this Act, the Board may regulate the calling of, and the conduct of business at, its meetings as it considers appropriate.

(2) The Board may permit directors to participate in a particular meeting or all meetings by –

(a) telephone; or

(b) television conference; or

(c) any other means of communication approved by the Board.

(3) A director who participates in a meeting under a permission granted under subclause (2) is taken to be present at the meeting.

(4) The Board may allow one nominee of employees and one nominee of students to attend as observers any meeting or part of a meeting.

(5) The Board may allow a person to attend a meeting for the purpose of advising or informing it on any matter.

5.   Resolutions without meetings

(1) If all directors of the Board sign a document containing a statement that they are in favour of a resolution in the terms set out in the document, that resolution –

(a) is taken to have been passed at a meeting of the Board held on the day on which the document is signed; or

(b) if the directors do not sign it on the same day, is taken to have been passed on the day on which the last of the directors signed the document.

(2) If a resolution is taken to have been passed under subclause (1) , each director is to be –

(a) advised immediately of the matter; and

(b) given a copy of the terms of the resolution.

(3) For the purposes of subclause (1) , 2 or more separate documents containing a statement in identical terms, each of which is signed by one or more directors, constitute one document.

6.   Minutes

The Board must keep minutes of its proceedings that are to be signed by the chairperson and confirmed at the next meeting of the Board.

7.   Disclosure of interests

(1) A director must disclose to the Board any direct or indirect pecuniary interest in a matter that –

(a) is being considered, or about to be considered, by the Board; and

(b) may conflict with the proper performance of the director's duties in relation to consideration of the matter.

Penalty:  Fine not exceeding 50 penalty units or a term of imprisonment not exceeding 3 months, or both.

(2) A disclosure is to be recorded in the minutes of the meeting.

(3) Unless the Board otherwise determines, the director must not –

(a) be present during any deliberation of the Board in relation to the matter; or

(b) take part in any decision of the Board in relation to the matter.

(4) In making a determination under subclause (3) , the director to whom the determination relates must not –

(a) be present during any deliberation of the Board for the purpose of making the determination; or

(b) take part in making the determination.

(5) Subclause (1) does not apply –

(a) in respect of a contract for goods or services supplied by TAFE Tasmania if those goods or services are ordinarily supplied by TAFE Tasmania on the same terms as they are ordinarily supplied to other persons in the same situation; or

(b) in respect of an interest that arises only because the director also holds another office under the Tasmanian State Service Act 1984 .

SCHEDULE 3 - Committees

Section 33(3) and 34(3)

1.   Interpretation

In this Schedule,

committee means –

(a) the audit committee; and

(b) an advisory committee.

2.   Membership of committees

(1) A committee consists of any number of persons the Board determines.

(2) The chief executive officer must not be a member of the audit committee.

(3) The chairperson of the audit committee must be a director.

3.   Conditions of appointment

(1) A member of a committee is entitled to be paid any remuneration and allowances the Minister determines.

(2) A member of a committee holds that office for the period, and on the conditions, the Board determines.

4.   Meetings

(1) Meetings of a committee are to be held in accordance with any directions given by the Board.

(2) A committee may obtain assistance, information and advice from any person.

(3) Except as provided by this Schedule, a committee may regulate the calling of, and the conduct of business at, its meetings.

5.   Disclosure of interests

(1) A member of a committee must disclose to the committee any direct or indirect pecuniary interest in a matter that –

(a) is being considered, or about to be considered, by the committee; and

(b) may conflict with the proper performance of the member's duties in relation to consideration of the matter.

Penalty:  Fine not exceeding 50 penalty units or a term of imprisonment not exceeding 3 months, or both.

(2) A disclosure is to be recorded in the minutes of the meeting.

(3) Unless the committee otherwise determines, the member of the committee must not –

(a) be present during any deliberation of the committee in relation to the matter; or

(b) take part in any decision of the committee in relation to the matter.

(4) For the purpose of making a determination under subclause (3) , the member of the committee to whom the determination relates must not –

(a) be present during any deliberation of the committee for the purpose of making the determination; or

(b) take part in making the determination.

(5) Subclause (1) does not apply –

(a) in respect of a contract for goods or services supplied by TAFE Tasmania if those goods or services are ordinarily supplied by TAFE Tasmania on the same terms as they are ordinarily supplied to other persons in the same situation; or

(b) in respect of an interest that arises only because the member of a committee also holds another office under the Tasmanian State Service Act 1984 .