Rules Part 4 – The Board

Division 1 – The Board

21 The Role and Functions of the Board

21.1 Without limiting the governance role of the Board, the Board is responsible for:

21.1.1 developing and giving effect to the strategic direction of the Association;

21.1.2 the oversight of the administration and financial management of the Association;

21.1.3 appointing and overseeing the performance of the Chief Executive Officer, in accordance with Rule 33;

21.1.4 the oversight of the provision of services by the Association;

21.1.5 the oversight of the Association’s risk management;

21.1.6 adopting the Association’s Annual Budget;

21.1.7 receiving the Association’s audited accounts;

21.1.8 performing those duties imposed, and performing those functions and exercising those powers conferred, on the Board by these Rules;

21.1.9 ensuring the legal and ethical integrity of the Association; and

21.1.10 the conduct of the affairs of the Association more generally.

21.2 In performing its governance role the Board must:

21.2.1 govern for the entire local government sector and put the interests of that sector above the interests of any individual council or person;

21.2.2 promote diversity within the local government sector with a view to ensuring that the sector reflects the diversity of the communities which it serves;

21.2.3 seek to enhance the reputation and standing of the Association; and

21.2.4 report to participating member councils annually on its own performance, and the performance of the Association, measured against published performance criteria.

21.3 Within six (6) months of the first of its meetings held after an MAV Election Day the Board:

21.3.1 may adopt a Board Charter;

21.3.2 must adopt a Board Code of Conduct setting out the standards of conduct to be observed by Board members;

21.3.3 must adopt protocols for the role of delegates; and

21.3.4 must adopt protocols for the role and performance of those holding the office of: President; Deputy President; and Director

and must then regularly review compliance with those protocols.

21.4 The Board must:

21.4.1 adopt a policy for the determination of allowances and reimbursement of out-of-pocket expenses to be paid to the President, a Deputy President and all other Directors;

21.4.2 review such policy at least once every three (3) years; and

21.4.3 annually determine allowances payable to the President, a Deputy President and all other Directors in accordance with the policy adopted.

21.5 The Board must adopt a policy (Fit and Proper Person Policy) setting out:

21.5.1 the criteria that apply for a person to be eligible to be the President, a Director or any other officer of the Association;

21.5.2 the information that is required to be provided for the purposes of demonstrating the criteria have been met; and

21.5.3 the times when that information is required to be provided, and make such policy generally available to participating member councils.

21.6 For the purposes of the Fit and Proper Person Policy:

21.6.1 the criteria must be limited to criteria relevant to the determination of whether a person is a fit and proper person for the purposes of their role as President, Director or other officer of the Association, taking into account matters such as whether the person: is disqualified from managing a corporation under Part 2D.2 of the Corporations Act; is subject to a banning or disqualification order made by the Australian Securities and Investments Commission under Sub-division B of Division 8 of the Corporations Act or Part 2-4 of the National Consumer Credit Protection Act 2009(Cth) (or any like provisions of any Act which substantially re-enacts the National Consumer Credit Protection Act 2009(Cth)); or fails to meet other criteria that a regulator relevant to the business of the Association would take into account for the determination of whether a person is a fit and proper person; and

21.6.2 the information must be required to be provided: in the case of a person elected to be President or a Director, as soon as practicable after the person is elected; in the case of another officer of the Association who is not elected, before the time of their appointment; and annually, so that the information available to the Association is not more than 12 months old.

21.7 The Board must review the Fit and Proper Person Policy at least once every three (3) years.

22 Conduct of Meetings

22.1 Subject to these Rules, the conduct of meetings of the Board is at the discretion of the Board.

22.2 The Board may, from time to time, adopt Meeting Procedure Protocols which are to be observed by the President and Directors who are in attendance at meetings of the Board.

22.3 Any Meeting Procedure Protocol must not be inconsistent with these Rules.

22.4 An agenda and notice of meeting of the Board must be given to Board members not less than seven (7) calendar days before the meeting, unless the meeting is to deal with business which the President or Chief Executive Officer considers to be urgent or requiring immediate resolution by the Board. In that event the notice given to Board members must be reasonable notice.

22.5 If in attendance, the President must chair any meeting of the Board.

22.6 The quorum necessary to transact business at a meeting of the Board will be six (6) Board members.

22.7 Each Board member in attendance at a meeting of the Board is entitled to one (1) vote.

22.8 Any matter arising at a meeting of the Board is determined by the majority of the votes of those Board members in attendance who are not prohibited from voting. In the event of an equality of votes the President (or if the President is not in attendance, the Board member chairing the meeting) has a casting vote.

22.9 Meetings of the Board may be deferred or adjourned at any time by the President or other member of the Board presiding, as the case may be, to a date to be fixed.

22.10 The President must ensure that accurate minutes are kept of all meetings of the Board.

22.11 Meetings of the Board may be held:

22.11.1 wholly in person;

22.11.2 wholly by electronic means; or

22.11.3 partly in person and partly by electronic means.

22.12 Each notice of meeting of the Board must specify whether the meeting is to be held:

22.12.1 wholly in person;

22.12.2 wholly by electronic means; or

22.12.3 partly in person and partly by electronic means.

22.13 The contemporaneous linking together in oral communication by telephone, audio-visual or other instantaneous means that gives the meeting participants as a whole a reasonable opportunity to participate will, for the purposes of sub-Rule 22.11, constitute meeting by electronic means.

22.14 If a meeting of the Board is held wholly or partly by electronic means:

22.14.1 each Board member taking part in the meeting must be able to communicate and be understood by each of the other Board members taking part in the meeting;

22.14.2 a Board member must not voluntarily leave the meeting by disconnecting their telephone, audio-visual or other communication equipment unless that Board member has previously notified the President or other Board member chairing the meeting; and

22.14.3 a Board member is conclusively presumed to have attended and formed part of a quorum at all times during a meeting unless that Board member has, with the approval of the President or other Board member chairing the meeting, left the meeting.

23 Circulating Resolutions

23.1 Six (6) of the Board members may sign a document, known as a ‘Circulating Resolution’, containing a statement that they are in favour of a resolution of the Board in the terms set out in that document.

23.2 A resolution in those terms is deemed to have been made at a meeting of the Board held on the day and at the time on which the document was signed by the Board member whose signature first brings to six (6) or more the portion of the Board members who have signed the resolution.

23.3 For the purposes of sub-Rule 23.2 two (2) or more separate documents containing statements in identical terms, each of which is signed by one (1) or more Board members, are deemed together to constitute a single document containing a statement in those terms signed by the those Board members on those respective days on which they signed the separate documents.

23.4 Every resolution made under this Rule 23 must as soon as practicable be entered in the minutes of Board meetings.

23.5 Any form of electronic communication addressed to and received by the Association and purporting to be signed by a Board member for the purposes of this Rule 23 is deemed to be a written document signed by the Board member, and any statement sent electronically by a Board member to a specified electronic address that they are in favour of the specified resolution that has been proposed will be taken to be a document containing that statement and duly signed by the Board member.

24 Internal Auditor

24.1 The Board must from time to time appoint an individual or organisation to be the Association’s Internal Auditor.

24.2 The individual or organisation appointed must have the necessary expertise and experience to provide internal audit services to the Association.

24.3 The Chief Executive Officer may, from time to time and separately from any scheduled internal audit program approved by the Audit and Risk Committee established under sub-Rule 25.1, engage the Internal Auditor to audit an aspect of the Association’s operations.

24.4 Any report of the Internal Auditor prepared following an audit of the kind described in sub-Rule 24.3 must be presented to:

24.4.1 the Board; and

24.4.2 the Audit and Risk Committee.

25 Audit and Risk Committee

25.1 The Board must establish an Audit and Risk Committee and appoint its members.

25.2 The Audit and Risk Committee must:

25.2.1 include Board members; and

25.2.2 consist of a majority of members who are not Board members or members of the Association’s staff, and who collectively have: expertise in financial management and risk; and experience in public sector management.

25.3 The chairperson of the Audit and Risk Committee must not be a Board member.

25.4 The Board must prepare and approve an Audit and Risk Committee Charter.

25.5 The Audit and Risk Committee Charter must specify the functions and responsibilities of the Audit and Risk Committee, including:

25.5.1 monitoring the Association’s financial management;

25.5.2 monitoring and providing advice on risk management and fraud prevention systems and internal controls; and

25.5.3 overseeing internal audit functions.

25.6 The Audit and Risk Committee must adopt an annual work program.

25.7 The Audit and Risk Committee must:

25.7.1 prepare annually an audit and risk report that describes the activities of the Audit and Risk Committee during the preceding 12 months, including its findings and recommendations; and

25.7.2 provide a copy of that audit and risk report to the Chief Executive Officer for tabling at the next meeting of the Board.

25.8 The Chief Executive Officer must:

25.8.1 ensure the preparation and maintenance of agendas, minutes and reports of the Audit and Risk Committee; and

25.8.2 table reports and minutes of meetings of the Audit and Risk Committee at meetings of the Board when requested by the chairperson of the Audit and Risk Committee to do so.

26 Committees

26.1 The Board may appoint committees of persons (however titled) to undertake any functions specified by the Board.

26.2 A committee may consist of:

26.2.1 Board members;

26.2.2 delegates;

26.2.3 members of staff of the Association; or

26.2.4 any other persons whom the Board considers have the necessary skills, experience and expertise,

or any combination of the above.

27 Delegation

The Board may, by instrument of delegation, delegate to a committee appointed by the Board any power or function of the Board, other than this power of delegation.

28 Summits and Forums

28.1 The Board may, from time to time, convene a summit or forum to deliberate on a specified issue affecting participating member councils.

28.2 Each delegate of a participating member council must be given reasonable notice of any such summit or forum.

29 Election of Deputy Presidents

29.1 The Board must elect two of its members to be Deputy Presidents of the Association, one of whom must be a Director of a non-metropolitan grouping of councils and the other of whom a Director of a metropolitan grouping of councils.

29.2 A Deputy President may act in the place of the President when requested by the President to do so.

29.3 The Board may appoint a Deputy President to act in the place of the President when the President is absent, is incapable of acting or refuses to act.

30 Regional Groupings of Councils

30.1 The Board must, after consulting participating member councils, determine the regional groupings of councils, and classify each participating member council as being located within and therefore belonging to either:

30.1.1  one (1) of the five (5) regional groupings of metropolitan councils; or

30.1.2  one (1) of the five (5) regional groupings of non-metropolitan councils.

30.2 The Board must provide notice to councils of its determination and classification of all participating member councils into regional groupings of councils within 14 business days of its determination and classification.

30.3 The Board must review the regional groupings of councils and the classification of each participating member council into one (1) of those regional groupings at least once every six (6) years.

31 Particular Obligation of Directors

A Director must liaise with other delegates and participating member councils within the region that they represent by meeting with them regularly, by providing written reports and information on the Association’s activities and by any other means which are convenient and satisfy the needs of the regional grouping of councils.

32 Conflict of Interest

32.1 A Board member is prohibited from voting on any matter at a meeting of the Board in respect of which the Board member has a conflict of interest.

32.2 For the purposes of sub-Rule 32.1 a Board member will have a conflict of interest in a matter if an impartial and fair-minded person would consider that the Board member’s private interests could result in the Board member acting in a manner that is contrary to their duty to the Association.

32.3 A Board member’s private interests will not, for the purposes of sub-Rule 32.2, include:

32.3.1 the personal opinions or beliefs of the Board member;

32.3.2 any interest derived from the Board member’s membership of a participating member council;

32.3.3 any interest arising out of or affected by any election or appointment under Rule 29;

32.3.4 any interest arising out of or affected by any: policy, code or protocol which, by reason of these Rules, the Board is expressly required or empowered to adopt; review which, by reason of these Rules, the Board is expressly required or empowered to carry out; or determination which, by reason of these Rules, the Board is expressly required or empowered to make.

32.4 A Board member who has a conflict of interest in respect of a matter at a meeting of the Board must, prior to the consideration of the matter, disclose to the meeting the:

32.4.1 existence; and

32.4.2 nature

of the conflict of interest and then absent themselves from attendance until such time as the Board has concluded its consideration of the matter.

32.5 A disclosure under sub-clause 32.1 must be recorded in the minutes of the meeting of the Board.