New South Wales: Charles Sturt University Act 1989 (NSW)

Charles Sturt University Act 1989 No 76 An Act with respect to the constitution and functions of the Charles Sturt University; to make consequential amendments to certain other Acts; and for other purposes. Part 1 Preliminary 1 Name of Act This Act may be cited as the Charles Sturt University Act 1989. 2 Commencement This Act commences on a day or days to be appointed by proclamation. 3 Definitions (1) In this Act— commercial functions of the University means the commercial functions described in section 7 (3) (a). Council means the Council of the University. general staff of the University means staff other than the academic staff of the University. major campus means a campus of the University at a location referred to in section 6 (a), (b), (c) or (d). University means the Charles Sturt University established by this Act. Note— The Interpretation Act 1987 contains definitions and other provisions that affect the interpretation and application of this Act. (2) In this Act, a reference to a graduate of the University is a reference to a person who is the recipient of a degree or diploma, or of such other award or certificate as may be prescribed by the by-laws, conferred or awarded— (a) by the University, (b) by or on behalf of any former institution that has, pursuant to this Act or otherwise, become a network member of, or a part of, the University, or (c) by any predecessor of any such institution. (3) In this Act— (a) a reference to a function includes a reference to a power, authority and duty, and (b) a reference to the exercise of a function includes, where the function is a duty, a reference to the performance of the duty. (4) Notes included in this Act do not form part of this Act. Part 2 Constitution and functions of the University 4 Establishment of University A University, consisting of— (a) the Council, (b) Convocation, (c) the members of the academic staff of the University and such other members or classes of members of the staff of the University as the by-laws may prescribe, and (d) the graduates and students of the University, is established by this Act. 5 Incorporation of University The University is a body corporate under the name of the Charles Sturt University. 6 University campuses The University is to have campuses at the following locations— (a) Albury, (b) Bathurst, (c) Dubbo, (d) Wagga Wagga, and may have campuses at other locations. 7 Object and functions of University (1) The object of the University is the promotion, within the limits of the University's resources, of scholarship, research, free inquiry, the interaction of research and teaching, and academic excellence. (2) The University has the following principal functions for the promotion of its object— (a) the provision of facilities for education and research of university standard, having particular regard to the needs and aspirations of the residents of western and south-western New South Wales, (b) the encouragement of the dissemination, advancement, development and application of knowledge informed by free inquiry, (c) the provision of courses of study or instruction across a range of fields, and the carrying out of research, to meet the needs of the community, (d) the participation in public discourse, (e) the conferring of degrees, including those of Bachelor, Master and Doctor, and the awarding of diplomas, certificates and other awards, (f) the provision of teaching and learning that engage with advanced knowledge and inquiry, (g) the development of governance, procedural rules, admission policies, financial arrangements and quality assurance processes that are underpinned by the values and goals referred to in the functions set out in this subsection, and that are sufficient to ensure the integrity of the University's academic programs. (3) The University has other functions as follows— (a) the University may exercise commercial functions comprising the commercial exploitation or development, for the University's benefit, of any facility, resource or property of the University or in which the University has a right or interest (including, for example, study, research, knowledge and intellectual property and the practical application of study, research, knowledge and intellectual property), whether alone or with others, (a1) without limiting paragraph (a), the University may generate revenue for the purpose of funding the promotion of its object and the carrying out of its principal functions, (b) the University may develop and provide cultural, sporting, professional, technical and vocational services to the community, (c) the University has such general and ancillary functions as may be necessary or convenient for enabling or assisting the University to promote the object and interests of the University, or as may complement or be incidental to the promotion of the object and interests of the University, (d) the University has such other functions as are conferred or imposed on it by or under this or any other Act. (4) The functions of the University may be exercised within or outside the State, including outside Australia. 8 Facilities for students, staff and others The University may, for the purposes of or in connection with the exercise of its functions, provide such facilities for its students and staff and other members of the university community as the University considers desirable. Part 3 The Council, authorities and officers of the University Division 1 The Council 8A Definitions In this Division— appointed member means a Council appointed member or a Ministerially appointed member. categories of members—see section 8C (3). constitution rules—see section 8C (4). Council appointed member—see section 8G. elected member—see section 8E. external person means a person other than a member of the academic or general staff of the University or an undergraduate or graduate student of the University. graduate member—see section 8F. Ministerially appointed member—see section 8H. official member—see section 8I. 8B Council (1) There is to be a Council of the University. (2) The Council is the governing authority of the University and has the functions conferred or imposed on it by or under this Act. (3) Schedule 1 has effect in relation to the members and procedure of the Council. 8C Size of Council (1) The Council is to consist of a minimum of 11, and a maximum of 22, members. (2) The total number of members is to be determined from time to time by a resolution passed by at least two-thirds of the members of the Council (the total number of members). (3) The Council is to include the following categories of members— (a) official members, (b) elected members, (c) Council appointed members, (d) Ministerially appointed members. (4) Subject to subsection (6), the number of members (other than official members) in each category is to be prescribed by rules made by the Council (in this Division called the constitution rules). (5) A rule for the purposes of subsection (4) may be made only by a resolution passed by at least two-thirds of the members of the Council. (6) The majority of the total number of members must be external persons. Note— Depending on the circumstances, the Chancellor may be counted as an external person for the purposes of subsection (6). (7) The number of members in any one category of members must not at any time constitute a majority of the total number of members. (8) The Council must give the Minister written notice of the terms of any resolution passed under this section within 7 days after it is passed. 8D Qualifications and experience of members (1) Of the members of the Council— (a) at least 2 must have financial expertise (as demonstrated by relevant qualifications and by experience in financial management at a senior level in the public or private sector), and (b) at least one must have commercial expertise (as demonstrated by relevant experience at a senior level in the public or private sector). (2) All appointed members must have expertise and experience relevant to the functions exercisable by the Council and an appreciation of the object, values, functions and activities of the University. 8E Elected staff and student members (1) The constitution rules are to prescribe the number of persons to comprise the following categories of members— (a) elected (academic staff) members, (b) elected (general staff) members, (c) elected (student) members. Note— There may also be elected (graduate) members if the constitution rules so provide—see section 8F. (2) Of the members elected under this section— (a) at least one must be a member of the academic staff of the University elected by members of the academic staff, and (b) at least one must be a member of the general staff of the University elected by members of the general staff, and (c) at least one must be a student of the University who— (i) is not employed on a full-time basis (or on such other basis as the by-laws may prescribe) as a member of the academic or general staff of the University, and (ii) is elected by the students of the University. (3) The members referred to in subsection (2) (a)–(c) are— (a) to have such qualifications as may be prescribed by the by-laws, and (b) to be elected in the manner prescribed by the by-laws. 8F Graduate members (1) At least one member of the Council, or such greater number of members as may be prescribed by the constitution rules, must be external persons who are graduates of the University. (2) The constitution rules may provide for the persons referred to in subsection (1) to become members of the Council in any one or more (or combination) of the following ways— (a) by election as elected (graduate) members in the manner prescribed by the by-laws, (b) by appointment by the Council under section 8G, (c) by appointment by the Minister under section 8H. (3) A rule providing for the appointment of a member by the Minister under section 8H may be made only with the approval of the Minister. (4) The members referred to in subsection (1) are to have such qualifications (if any) as may be prescribed by the by-laws. 8G Council appointed members (1) The Council may appoint as members of the Council such number of external persons as is prescribed by the constitution rules for the category of Council appointed members. (2) The by-laws are to prescribe the procedures for the nomination of persons for appointment under this section. 8H Ministerially appointed members (1) The Minister may appoint as members of the Council 2 external persons, or such greater number of external persons (not exceeding 6) as is prescribed by the constitution rules for the category of Ministerially appointed members. (2) The Minister may not appoint a member of the Parliament of New South Wales, the Parliament of the Commonwealth or another State or the Legislative Assembly of a Territory as a Ministerially appointed member. (3) Without limiting the discretion of the Minister under subsection (1), the Council may suggest to the Minister persons who the Council considers would be appropriate for appointment by the Minister. 8I Official members The official members of the Council are the following— (a) the Chancellor, (b) the Vice-Chancellor, (c) the person for the time being holding the office of President of the Academic Senate (if the person is not the Vice-Chancellor) or of Deputy President of the Academic Senate (if the President is the Vice-Chancellor). 9 Term of office (1) Subject to this Act, a member of the Council holds office as follows— (a) in the case of an official member, while the member holds the office by virtue of which he or she is a member, (b) in the case of a Ministerially appointed member or Council appointed member, for such term (not exceeding 4 years) as may be specified in the member's instrument of appointment, (c) in the case of an elected member other than an elected (graduate) member, for such term (not exceeding 2 years) as may be prescribed by the by-laws, (d) in the case of an elected (graduate) member, for such term (not exceeding 4 years) as may be prescribed by the by-laws. (2) The need to maintain an appropriate balance of experienced and new members on the Council must be taken into account— (a) by the Council, when making the by-laws required under this section, and (b) by the Minister and the Council, when appointing members to the Council. (3) A person must not be appointed or elected to serve more than 12 consecutive years of office (unless the Council otherwise resolves in relation to the person). Division 2 Other officers and bodies 10 Chancellor (1) Whenever a vacancy in the office of Chancellor occurs, the Council must elect a person (whether or not a member of the Council) to be Chancellor of the University. (2) The Chancellor, unless he or she sooner resigns or is removed from office as Chancellor or ceases to be a member of the Council, holds office for such period (not exceeding 4 years), and on such conditions, as may be prescribed by the by-laws. (3) The Chancellor has such functions as are conferred or imposed on the Chancellor by or under this or any other Act. 11 Deputy Chancellor (1) Whenever a vacancy in the office of Deputy Chancellor occurs, the Council must elect one of its members to be Deputy Chancellor of the University. (2) The Deputy Chancellor, unless he or she sooner resigns or is removed from office as Deputy Chancellor or ceases to be a member of the Council, holds office for 2 years from the date of election and on such conditions as may be prescribed by the by-laws. (3) In the absence of the Chancellor, or during a vacancy in the office of Chancellor or during the inability of the Chancellor to act, the Deputy Chancellor has all the functions of the Chancellor. 11A Removal from office of Chancellor or Deputy Chancellor (1) The Council may remove the Chancellor or Deputy Chancellor from office by a no confidence motion passed in accordance with this section if it considers it in the best interests of the University to do so. (2) The removal from office may be effected only if the no confidence motion is supported by at least a two-thirds majority of the total number of members for the time being of the Council at two consecutive ordinary meetings of the Council. (3) The Chancellor or Deputy Chancellor may be removed from office under this section despite section 24G (6) and without the need to establish any breach of duty. (4) This section applies to the Chancellor and Deputy Chancellor holding office on the commencement of this section and all subsequent holders of those offices. 12 Vice-Chancellor (1) Whenever a vacancy in the office of Vice-Chancellor occurs, the Council must appoint a person (whether or not a member of the Council) to be Vice-Chancellor of the University. (2) The Vice-Chancellor holds office for such period, and on such conditions, as the Council determines. (3) The Vice-Chancellor is the principal executive officer of the University and has such functions as are conferred or imposed on the Vice-Chancellor by or under this or any other Act. 13 (Repealed) 14 Visitor (1) The Governor is the Visitor of the University but has ceremonial functions only. (2) Accordingly, the Visitor has no functions or jurisdiction with respect to the resolution of disputes or any other matter concerning the affairs of the University (other than a matter involving the exercise of ceremonial functions only). 15 Convocation (1) Convocation shall consist of— (a) the members and past members of the Council, (b) the graduates of the University, (c) the professors and full-time members of the academic staff of the University and such other members or classes of members of the staff of the University as the by-laws may prescribe, and (d) such graduates of other Universities, or other persons, as are, in accordance with the by-laws, admitted as members of Convocation. (2) The first meeting of Convocation shall be convened by the Vice-Chancellor. (3) Subject to the by-laws, meetings of convocation shall be convened and the business at the meetings shall be as determined by Convocation. (4) A quorum at any meeting of Convocation shall be such number of members as may be prescribed by the by-laws. (5) Convocation has such functions as may be prescribed by the by-laws. (6) The Council may establish a Standing Committee and such other committees of Convocation as it considers necessary. 16 Academic Senate (1) There shall be an Academic Senate of the University, consisting of— (a) the Vice-Chancellor, (b) (Repealed) (c) such members of the academic staff of the University, and of other universities, as the Council may appoint, and (d) such other persons as the Council may, in accordance with the by-laws, determine. (2) Subject to subsection (1), the constitution and functions of the Academic Senate shall be as prescribed by the by-laws. 17 Advisory committees (1) The Council is to establish an advisory committee for each major campus. (2) The members of an advisory committee are to be appointed by the Council. (3) An advisory committee has such functions as may be determined by the Council. Part 4 Functions of the Council Division 1 General 18 (Repealed) 19 Functions of Council (1A) The Council— (a) acts for and on behalf of the University in the exercise of the University's functions, and (b) has the control and management of the affairs and concerns of the University, and (c) may act in all matters concerning the University in such manner as appears to the Council to be best calculated to promote the object and interests of the University. (1B) Without limiting the functions of the Council under subsection (1A), the Council is, in controlling and managing the affairs and concerns of the University— (a) to monitor the performance of the Vice-Chancellor, and (b) to oversee the University's performance, and (c) to oversee the academic activities of the University, and (d) to approve the University's mission, strategic direction, annual budget and business plan, and (e) to oversee risk management and risk assessment across the University (including, if necessary, taking reasonable steps to obtain independent audit reports of entities in which the University has an interest but which it does not control or with which it has entered into a joint venture), and (e1) without limiting paragraph (e), to enter into or participate in arrangements or transactions, or combinations of arrangements or transactions, to effect financial adjustments for the management of financial risks, and (f) to approve and monitor systems of control and accountability for the University (including in relation to controlled entities within the meaning of section 19A), and (g) to approve significant University commercial activities (within the meaning of section 24A), and (h) to establish policies and procedural principles for the University consistent with legal requirements and community expectations, and (i) to ensure that the University's grievance procedures, and information concerning any rights of appeal or review conferred by or under any Act, are published in a form that is readily accessible to the public, and (j) to regularly review its own performance (in light of its functions and obligations imposed by or under this or any other Act), and (k) to adopt a statement of its primary responsibilities, and (l) to make available for members of the Council a program of induction and of development relevant to their role as such a member. (1) Without limiting the functions of the Council under subsection (1A), the Council may, for and on behalf of the University in the exercise of the University's functions— (a) provide such courses, and confer such degrees and award such diplomas and other certificates, as it thinks fit, (b) appoint and terminate the appointment of academic and other staff of the University, (c) (Repealed) (d) obtain financial accommodation (including, without limitation, by the borrowing or raising of money) and do all things necessary or convenient to be done in connection with obtaining financial accommodation, (e) invest any funds belonging to or vested in the University, (f) promote, establish or participate in (whether by means of debt, equity, contribution of assets or by other means) partnerships, trusts, companies and other incorporated bodies, or joint ventures (whether or not incorporated), (g) (Repealed) (h) establish and maintain branches and colleges of the University, within the University and elsewhere, (i) make loans and grants to students, and (j) impose fees, charges and fines. (2) The functions of the Council under this section shall be exercised subject to the by-laws. (3) Schedule 2 has effect in relation to the investment of funds by the Council. Note— Division 7.3 of the Government Sector Finance Act 2018 regulates the provision of annual reporting information to Parliament by the Council and requires the Council to report on the University's operations. 19A Controlled entities (1) The Council must ensure that a controlled entity does not exercise any function or engage in any activity that the University is not authorised by or under this Act to exercise or engage in, except to the extent that the Council is permitted to do so by the Minister under this section. (2) The Minister may, by order in writing, permit the Council to authorise a controlled entity to exercise a function or engage in an activity of the kind referred to in subsection (1). Permission may be given in respect of a specified function or activity or functions or activities of a specified class. (3) The Governor may make regulations providing that subsection (1) does not apply to functions or activities of a specified class. (4) Nothing in the preceding subsections confers power on a controlled entity to engage in any activity. (5) Nothing in the preceding subsections affects any obligations imposed on a controlled entity by or under any Act or law, other than an obligation imposed on the controlled entity by the Council at its discretion. (5A) The Council is, as far as is reasonably practicable, to ensure— (a) that the governing bodies of controlled entities— (i) possess the expertise and experience necessary to provide proper stewardship and control, and (ii) comprise, where possible, at least some members who are not members of the Council or members of staff, or students, of the University, and (iii) adopt and evaluate their own governance principles, and (iv) document, and keep updated, a corporate or business strategy containing achievable and measurable performance targets, and (b) that a protocol is established regarding reporting by governing bodies of controlled entities to the Council. (6) In this section— controlled entity means a controlled entity (within the meaning of the Government Sector Finance Act 2018) of the University or Council. 20 Delegation by Council (1) The Council may delegate any of its functions, other than this power of delegation, to— (a) a member or committee of the Council, or (b) an authority or officer of the University, or (c) a person or body prescribed by the by-laws. (2) A person or body to whom or which a function is delegated under this section must not sub-delegate the function. (3) The Vice-Chancellor may sub-delegate a function if— (a) the Council's delegation to the Vice-Chancellor authorises the sub-delegation of the function, and (b) the function is sub-delegated to a person or body referred to in subsection (1)(a)–(c). 20A Operation of certain Acts Nothing in this Act limits or otherwise affects the operation of the Ombudsman Act 1974, the Government Sector Finance Act 2018 or the Government Sector Audit Act 1983 to or in respect of the University or the Council. 20B Recommendations of Ombudsman or Auditor-General The Council must include in each annual report of the Council as part of the report of its operations a report as to any action taken by the Council during the period to which the report relates to implement any recommendation made in a report of the Ombudsman or the Auditor-General concerning the Council or the University— (a) whether or not the recommendation relates to a referral by the Minister under section 24E, and (b) whether or not the recommendation relates to a University commercial activity (as defined in section 24A). Division 2 Property 21 Powers of Council relating to University property (1) The Council has the control and management of land and other property vested in the University. (2) The Council may, for the purposes of this Act— (a) acquire land and other property, and (b) agree to carry out conditions of the acquisition of the land or other property, and (c) grant easements and covenants over land vested in the University, and (d) subject to subsections (3) and (4), dispose of or otherwise deal with the following— (i) land vested in the University, (ii) other property of the University. (3) The Council must not sell, mortgage, charge or lease relevant land without the Minister's approval. (4) Despite subsection (3), the Council does not require the Minister's approval to— (a) lease relevant land if— (i) the term of the lease is no more than 21 years, and (ii) the Council is satisfied the leasing of the land is consistent with the object and functions of the University under section 7, or (b) lease relevant land if— (i) the term of the lease is no more than 99 years, and (ii) the leasing of the land is for the purposes of utilities infrastructure or utilities services, or (c) enter into a planning agreement under the Environmental Planning and Assessment Act 1979, section 7.4 if the agreement does not require the University to dedicate relevant land free of cost. (5) The rule of law against remoteness of vesting does not apply to a condition of the acquisition of property to which the University has agreed. (6) In this section— acquire includes acquire by purchase, gift, grant, bequest or devise. other property means property other than land. relevant land means land acquired by the University from the State at nominal or less than market value. 22 Powers of Council over certain property vested in Crown (1) Where any property used for the conduct of the University is vested in the Crown or a Minister of the Crown (whether as Constructing Authority or otherwise), the Council has the control and management of that property and is responsible for its maintenance. (2) Nothing in subsection (1) enables the Council to alienate, mortgage, charge or demise any land vested in the Crown or a Minister of the Crown (whether as Constructing Authority or otherwise). (3) Notwithstanding subsection (2), the Council may (on behalf of the Crown or a Minister of the Crown) lease land of which it has, pursuant to this section, the control and management. (4) Such a lease— (a) must not be granted for a term (including any option for the grant of a further term) exceeding 21 years except with the approval of the Minister, and (b) must contain a condition that the lease must not be assigned and such other conditions as the Council thinks fit. (5) The Council is, in the exercise of its functions under this section, subject to the control and direction of the Minister. 23 Acquisition of land (1) The Minister may, for the purposes of this Act, acquire land (including an interest in land) by agreement or by compulsory process in accordance with the Land Acquisition (Just Terms Compensation) Act 1991. (2) The Minister may do so only if the University— (a) applies to the Minister for acquisition of the land, and (b) makes provision to the satisfaction of the Minister for the payment of the purchase price or of compensation for compulsory acquisition (together with all necessary charges and expenses incidental to the acquisition). (3) For the purposes of the Public Works Act 1912, any acquisition of land under this section is taken to be for an authorised work and the Minister is, in relation to that authorised work, taken to be the Constructing Authority. (4) Sections 34, 35, 36 and 37 of the Public Works Act 1912 do not apply in respect of works constructed under this section. 24 Grant or transfer of certain land to University (1) If land on which the University is conducted is vested in the Crown or a Minister of the Crown (whether as Constructing Authority or otherwise), the land may— (a) if it is vested in the Crown—be transferred to the University subject to such trusts, conditions, covenants, provisions, exceptions and reservations as the Minister for Natural Resources thinks fit, or (b) if it is vested in a Minister of the Crown—be conveyed or transferred to the University for such estate, and subject to such trusts and rights of way or other easements, as the Minister in whom the land is vested thinks fit. (2) A conveyance, transfer or other instrument executed for the purposes of this section— (a) is not liable to stamp duty under the Stamp Duties Act 1920, and (b) may be registered under any Act without fee. Division 3 Commercial activities 24A Definitions In this Division— the Guidelines means the guidelines determined for the time being under section 24B. University commercial activity means— (a) any activity engaged in by or on behalf of the University in the exercise of commercial functions of the University, and (b) any other activity comprising the promotion of, establishment of or participation in any partnership, trust, company or other incorporated body, or joint venture, by or on behalf of the University, that is for the time being declared by the Guidelines to be a University commercial activity. 24B Guidelines for commercial activities (1) The Council must by resolution determine, and must maintain, Guidelines requiring specified processes and procedures to be followed in connection with University commercial activities. (2) The Council may by resolution amend or replace the Guidelines from time to time. (3) Without limitation, the Guidelines may contain provision for or with respect to the following in connection with University commercial activities— (a) requiring feasibility and due diligence assessment, (b) requiring the identification of appropriate governance and administrative arrangements (including as to legal structures and audit requirements), (c) requiring the undertaking of risk assessment and risk management measures, (d) regulating and imposing requirements concerning the delegation by the Council of any of its functions under this Act in connection with University commercial activities, (e) declaring a specified activity to be a University commercial activity for the purposes of paragraph (b) of the definition of that expression in section 24A, (f) establishing a protocol regarding the rights and responsibilities of members of the Council in relation to commercialisation, with a view to avoiding real or apparent conflicts of interest. (4) The Council must ensure that the Guidelines are complied with. (5), (6) (Repealed) 24C Register of commercial activities (1) The Council is to maintain a Register of University commercial activities and is to enter and keep in the Register the following details of each of those activities— (a) a description of the activity, (b) details of all parties who participate in the activity, (c) details of any appointment by or on behalf of the University to relevant boards or other governing bodies, (d) details of any meetings at which relevant matters were considered and approved for the purposes of compliance with the Guidelines, (e) such other details as the Guidelines may require. (2) The Guidelines may make provision for the following— (a) exempting specified activities or activities of a specified class from all or specified requirements of this section, (b) altering the details to be included in the Register in respect of specified activities or activities of a specified class, (c) enabling related activities to be treated as a single activity for the purposes of the Register. (3) The Council must comply with any request by the Minister to provide the Minister with a copy of the Register or any extract from the Register. 24D Reports to Minister on commercial activities (1) The Minister may request a report from the Council as to University commercial activities or as to any particular University commercial activity or aspect of a University commercial activity. (2) The Council must provide a report to the Minister in accordance with the Minister's request. 24E Referral of matters to Ombudsman or Auditor-General The Minister may refer a University commercial activity or any aspect of a University commercial activity (whether or not the subject of a report by the Council to the Minister)— (a) to the Auditor-General for investigation and report to the Minister, or (b) as a complaint to the Ombudsman that may be investigated by the Ombudsman as a complaint under the Ombudsman Act 1974. Part 4A Duties of Council members 24F Duties of Council members The members of the Council have the duties set out in Schedule 3. 24G Removal from office for breach of duty (1) The Council may remove a member of the Council from office for breach of a duty set out in Schedule 3. (2) The removal from office may be effected only at a meeting of the Council of which notice (including notice of the motion that the member concerned be removed from office for breach of duty) was duly given. (3) The removal from office may be effected only if the motion for removal is supported by at least a two-thirds majority of the total number of members for the time being of the Council. (4) The motion for removal must not be put to the vote of the meeting unless the member concerned has been given a reasonable opportunity to reply to the motion at the meeting, either orally or in writing. (5) If the member to whom the motion for removal refers does not attend the meeting, a reasonable opportunity to reply to the motion is taken to have been given if notice of the meeting has been duly given. (6) A member of the Council may not be removed from office by the Council for breach of duty except pursuant to this section. Part 5 General 25 Advance by Treasurer The Treasurer may, with the approval of the Governor, advance to the Council money for the temporary accommodation of the University on such terms and conditions in relation to repayment and interest as may be agreed upon. 25A Stamp duty exemption (1) Unless the Treasurer otherwise directs in a particular case, neither the University nor the Council is liable to duty under the Duties Act 1997, in respect of anything done by the University or Council for the purposes of the borrowing of money or the investment of funds of the University under this Act. (2) The Treasurer may direct in writing that any other specified person is not liable to duty under the Duties Act 1997 in respect of anything done for the purposes of the borrowing of money or the investment of funds of the University under this Act, and the direction has effect accordingly. 26 Financial year The financial year of the University is— (a) if no period is prescribed as referred to in paragraph (b)—the year commencing on 1 January, or (b) the period prescribed by the by-laws for the purposes of this section. 27 No religious test or political discrimination A person shall not, because of his or her religious or political affiliations, views or beliefs, be denied admission as a student of the University or be ineligible to hold office in, to graduate from or to enjoy any benefit, advantage or privilege of the University. 28 Exemption from membership of body corporate or Convocation A student or graduate of the University or a member of staff of the University is entitled to be exempted by the Council, on grounds of conscience, from membership of the body corporate of the University or of Convocation, or both. 29 Re-appointment or re-election Nothing in this Act prevents any person from being re-appointed or re-elected to any office under this Act if the person is eligible and otherwise qualified to hold that office. 30 Seal of University The seal of the University shall be kept in such custody as the Council may direct and shall only be affixed to a document pursuant to a resolution of the Council. Note— Documents requiring authentication may be sufficiently authenticated without a seal in accordance with section 50 (3) of the Interpretation Act 1987. 31 By-laws (1) The Council may make by-laws, not inconsistent with this Act, for or with respect to any matter that is required or permitted to be prescribed or that is necessary or convenient to be prescribed for carrying out or giving effect to this Act and, in particular, for or with respect to— (a) the management, good government and discipline of the University, (b) the method of election of members of the Council who are to be elected, (c) the manner and time of convening, holding and adjourning the meetings of the Council or Academic Senate, (d) the manner of voting (including postal voting or voting by proxy) at meetings of the Council or Academic Senate, (e) the functions of the presiding member of the Council or Academic Senate, (f) the conduct and record of business of the Council or Academic Senate, (g) the appointment of committees of the Council or Academic Senate, (h) the quorum and functions of committees of the Council or Academic Senate, (i) the resignation of members of the Council, the Chancellor, the Deputy Chancellor or the Vice-Chancellor, (j) the tenure of office, stipend and functions of the Vice-Chancellor, (k) the designation of members of staff of the University as academic staff, general staff, full-time staff, part-time staff or otherwise, (l) the number, stipend, manner of appointment and dismissal of officers and employees of the University, (m) admission to, enrolment in and exclusion from courses of studies, (n) the payment of such fees and charges, including fines, as the Council considers necessary, including fees and charges to be paid in respect of— (i) entrance to the University, (ii) tuition, (iii) lectures and classes, (iv) examinations, (v) residence, (vi) the conferring of degrees and the awarding of diplomas and other certificates, (vii) the provision of amenities and services, whether or not of an academic nature, and (viii) an organisation of students or of students and other persons, (o) the exemption from, or deferment of, payment of fees and charges, including fines, (p) without limiting the operation of paragraphs (n) and (o), the imposition and payment of penalties for parking and traffic infringements, (q) the courses of lectures or studies for, the assessments for, and the granting of, degrees, diplomas, certificates and honours and the attendance of candidates for degrees, diplomas, certificates and honours, (r) the assessments for, and the granting of, fellowships, scholarships, exhibitions, bursaries and prizes, (s) the admission of students and former students of other Universities and institutions of higher education to any status within the University or the granting to graduates of such Universities or institutions, or to other persons, of degrees or diplomas without examination, (t) the establishment and conduct of places of accommodation for students (including residential colleges and halls of residence within the University) and the affiliation of residential colleges, (u) the affiliation with the University of any educational or research establishment, (v) the creation of faculties, schools, departments, centres or other entities within the University, (w) the provision of schemes of superannuation for the officers and employees of the University, (x) the form and use of academic costume, (y) the form and use of an emblem of the University or of any network member or other body within or associated with the University, (z) the use of the seal of the University, and (aa) the making, publication and inspection of rules. (2) A by-law has no effect unless it has been approved by the Governor. 32 Rules (1) The by-laws may empower any authority (including the Council) or officer of the University to make rules (not inconsistent with this Act or the by-laws) for or with respect to any or all of the matters for or with respect to which by-laws may be made, except the matters referred to in sections 3 (2), 8C, 8E (2) (c) (i) and (3) (a), 8F (4), 8G, 8H, 9 (1) (c) and (d), 10 (2), 15 (1), 19 (1) (d) and (e), 26 and 31 (1) (k) and clause 3 of Schedule 1 (to the extent it relates to appointments). (1A) Despite subsection (1), only the Council may be empowered to make rules for or with respect to which by-laws may be made concerning matters referred to in sections 8E (3) (b), 8F (2) (a) and 31 (1) (b) and clause 3 of Schedule 1 (to the extent it relates to elections) (election rules). (1B) Election rules must be consistent with sound and democratic electoral practices, procedures and methods of voting. (1C) The Council must ensure that any election rule it makes is made readily available to the public by whatever means the Council considers appropriate as soon as practicable after it is made. (2) A rule— (a) has the same force and effect as a by-law, and (b) may, from time to time, be amended or repealed by the Council (whether or not the Council is empowered to make such a rule), or by the authority or officer of the University for the time being empowered to make such a rule, and (c) takes effect on the day on which it is published or on such later day as may be specified in the rule, and (d) must indicate the authority or officer who made the rule and that it is made under this section. (3) In the event of an inconsistency between a by-law and a rule, the by-law prevails to the extent of the inconsistency. (4) The fact that a provision of this Act specifically provides for a matter to be the subject of by-laws (without mention of rules) does not prevent the matter from being the subject of rules made in accordance with this section. 33 Recovery of charges, fees and other money Any charge, fee or money due to the University under this Act may be recovered as a debt in any court of competent jurisdiction. 34 (Repealed) 35 Savings and transitional provisions Schedule 4 has effect. Schedule 1 Provisions relating to members and procedure of the Council (Section 8B (3)) 1 (Repealed) 2 Vacation of office The office of a member of the Council becomes vacant if the member— (a) dies, or (b) declines to act, or (c) resigns the office by writing under his or her hand addressed— (i) in the case of a member appointed by the Minister, to the Minister, or (ii) in the case of a member appointed by the Council, to the Chancellor, or (iii) in the case of an elected member, to the Vice-Chancellor, or (d) becomes bankrupt, applies to take the benefit of any law for the relief of bankrupt or insolvent debtors, compounds with his or her creditors or makes any assignment of his or her estate for their benefit, or (e) becomes a mentally incapacitated person, or (f) is convicted in New South Wales of an offence that is punishable by imprisonment for 12 months or more or is convicted elsewhere than in New South Wales of an offence that, if committed in New South Wales, would be an offence so punishable, or (g) is, or becomes, disqualified from managing a corporation under Part 2D.6 of the Corporations Act 2001 of the Commonwealth, or (h) is removed from office by the Council pursuant to section 24G, or (i) is absent from 3 consecutive meetings of the Council of which reasonable notice has been given to the member personally or in the ordinary course of post and is not, within 6 weeks after the last of those meetings, excused by the Council for his or her absence, or (j) in the case of an elected member, or a member appointed under section 8F, ceases to be qualified for election or appointment, or (k) in the case of a member appointed by the Minister, is removed from office by the Minister, or (l) in the case of a member appointed by the Council, is removed from office by the Council. 3 Filling of vacancy in office of member (1) If the office of an appointed or elected member of the Council becomes vacant, a person shall, subject to this Act and the by-laws, be appointed or elected to fill the vacancy. (2) The by-laws may provide that, in such circumstances (other than expiration of term of office) as may be prescribed, a person shall be appointed or elected in such manner as may be prescribed instead of in the manner provided for by this Act. 4 Committees of the Council (1) The Council may establish committees to assist it in connection with the exercise of any of its functions. (2) It does not matter that any or all of the members of a committee are not members of the Council. (3) The procedure for the calling of meetings of a committee and for the conduct of business at those meetings shall be as determined by the Council or (subject to any determination of the Council) by the committee. 5 Liability of Council members and others No matter or thing done or omitted to be done by— (a) the University, the Council or a member of the Council, or (b) any person acting under the direction of the University or the Council, shall, if the matter or thing was done or omitted to be done in good faith for the purpose of executing this or any other Act, subject a member of the Council or a person so acting personally to any action, liability, claim or demand. 6 General procedure The procedure for the calling of meetings of the Council and for the conduct of business at those meetings shall, subject to this Act and the by-laws, be as determined by the Council. 6A Use of technology (1) Without limiting clause 6, a meeting of the Council may be called or held using any technology consented to by all the members of the Council. (2) The consent may be a standing one. (3) A member may only withdraw his or her consent a reasonable period before the meeting. (4) If the members are not all in attendance at one place and are holding a meeting using technology that permits each member to communicate with other members— (a) the members are, for the purpose of every provision of this Act and by-laws concerning meetings of the Council, taken to be assembled together at a meeting and to be present at that meeting, and (b) all proceedings of those members conducted in that manner are as valid and effective as if conducted at a meeting at which all of them were present. 7 Presiding member (1) The Chancellor shall preside at all meetings of the Council at which the Chancellor is present. (2) At any meeting of the Council at which the Chancellor is not present, the Deputy Chancellor shall preside and, in the absence of both the Chancellor and the Deputy Chancellor, a member elected by and from the members present shall preside. (3) Except as provided by subclause (4), at the meetings of a committee constituted by the Council a member appointed by the Council (or, if no member is so appointed, a member elected by and from the members present) shall preside. (4) At any meeting of a committee constituted by the Council at which the Chancellor is present, the Chancellor is entitled, if he or she so desires, to preside at that meeting. 8 Quorum At any meeting of the Council, a majority of the total number of members for the time being of the Council constitutes a quorum. 9 Voting A decision supported by a majority of the votes cast at a meeting of the Council at which a quorum is present is the decision of the Council. 10 Remuneration The Council may, but need not, provide from time to time for a member of the Council to be paid such remuneration (if any) as is determined by a resolution passed by at least two-thirds of the members of the Council. Schedule 2 Investment (Section 19) 1 Definition of "funds" For the purposes of this Schedule, the funds of the University include funds under the control of the University and real property, securities or other property comprising an investment. 2 (Repealed) 2A Funds managers (1) The Council may engage a funds manager to act in relation to the management of the funds belonging to or vested in the University. (2) Such a funds manager may on behalf of the Council invest funds of the University in any investment in which the funds manager is authorised to invest its own funds or other funds. 3 Investment common funds (1) The Council may establish one or more investment common funds. (2) The Council may from time to time, without liability for breach of trust, bring into or withdraw from any such investment common fund the whole or any part of trust funds or other funds of the University. (3) Subject to subclause (4), the Council must periodically distribute the income of each investment common fund among the funds participating in the common fund, having regard to the extent of the participation of each fund in the common fund during the relevant accounting period. (4) The Council may, if it considers it expedient to do so, from time to time add some portion of the income of an investment common fund to the capital of the common fund or use some portion of the income to establish or augment a fund or funds as a provision against capital depreciation or reduction of income. (5) If an investment is brought into an investment common fund— (a) the University is to be taken to hold that investment on behalf of and for the benefit of the common fund instead of the participating trust fund or other fund, and (b) that participating fund is to be taken to have contributed to the common fund an amount of money equivalent to the value attributed to the investment by the Council at the time it is brought into the common fund, and (c) on the withdrawal of that participating fund from the common fund, the amount of money to be withdrawn is to be the amount equivalent to the value attributed by the Council to the equity in the common fund of that participating fund at the time of withdrawal. (6) The inclusion in an investment common fund of trust funds does not affect any trust to which those trust funds (or money attributed to them) are subject. (7) On the withdrawal of trust funds from an investment common fund, the funds (or money attributed to them) continue to be subject to the trust. 4 Terms of trust to prevail In respect of the trust funds of the University— (a) the investment powers of the Council, and (b) the power of the Council to bring the trust funds into an investment common fund, are subject to any express direction in or express condition of the trust. Schedule 3 Duties of Council members (Section 24F) 1 Duty to act in best interests of University A member of the Council must carry out his or her functions— (a) in good faith in the best interests of the University as a whole, and (b) for a proper purpose. 2 Duty to exercise care and diligence A member of the Council must act honestly and exercise a reasonable degree of care and diligence in carrying out his or her functions. 3 Duty not to improperly use position A member of the Council must not make improper use of his or her position— (a) to gain, directly or indirectly, an advantage for the member or another person, or (b) to cause detriment to the University. 4 Duty not to improperly use information A member of the Council must not make improper use of information acquired because of his or her position— (a) to gain, directly or indirectly, an advantage for the member or another person, or (b) to cause detriment to the University. 5 Disclosure of material interests by Council members (1) If— (a) a member of the Council has a material interest in a matter being considered or about to be considered at a meeting of the Council, and (b) the interest appears to raise a conflict with the proper performance of the member's duties in relation to the consideration of the matter, the member must, as soon as possible after the relevant facts have come to the member's knowledge, disclose the nature of the interest at a meeting of the Council. (2) A disclosure by a member of the Council at a meeting of the Council that the member— (a) is a member, or is in the employment, of a specified company or other body, or (b) is a partner, or is in the employment, of a specified person, or (c) has some other specified interest relating to a specified company or other body or to a specified person, is a sufficient disclosure of the nature of the interest in any matter relating to that company or other body or to that person which may arise after the date of the disclosure and which is required to be disclosed under subclause (1). (3) Particulars of any disclosure made under this clause must be recorded by the Council in a book kept for the purpose and that book must be open at all reasonable hours for inspection by any person on payment of a reasonable fee determined by the Council. (4) After a member of the Council has disclosed the nature of an interest in any matter, the member must not, unless the Council otherwise determines— (a) be present during any deliberation of the Council with respect to the matter, or (b) take part in any decision of the Council with respect to the matter. (5) For the purpose of the making of a determination by the Council under subclause (4), a member of the Council who has a material interest in a matter to which the disclosure relates must not— (a) be present during any deliberation of the Council for the purpose of making the determination, or (b) take part in the making by the Council of the determination. (6) A contravention of this clause does not invalidate any decision of the Council. (7) This clause does not prevent a person from taking part in the consideration or discussion of, or from voting on any question relating to, the person's removal from office by the Council pursuant to section 24G or the person's remuneration pursuant to clause 10 of Schedule 1. (8) This clause applies to a member of a committee of the Council and the committee in the same way as it applies to a member of the Council and the Council. (9) For the purposes of this clause, a member has a material interest in a matter if a determination of the Council in the matter may result in a detriment being suffered by or a benefit accruing to the member or an associate of the member. (10) In this clause— associate of a member means any of the following— (a) the spouse, de facto partner, parent, child, brother or sister, business partner or friend of the member, (b) the spouse, de facto partner, parent, child, brother or sister, business partner or friend of a person referred to in paragraph (a) if that relationship is known to the member, (c) any other person who is known to the member for reasons other than that person's connection with the University or that person's public reputation. Note— "De facto partner" is defined in section 21C of the Interpretation Act 1987. Schedule 4 Savings and transitional provisions (Section 35) Part 1 General 1 Regulations (1) The regulations may contain provisions of a savings or transitional nature consequent on the enactment of this Act or any Act that amends this Act. (2) Any such provision may, if the regulations so provide, take effect from the date of assent to the Act concerned or a later day. (3) To the extent to which any such provision takes effect from a date that is earlier than the date of its publication in the Gazette, the provision does not operate so as— (a) to affect, in a manner prejudicial to any person (other than the State or an authority of the State), the rights of that person existing before the date of its publication, or (b) to impose liabilities on any person (other than the State or an authority of the State) in respect of anything done or omitted to be done before the date of its publication. (4) (Repealed) Part 2 Provisions consequent on the enactment of the Charles Sturt University Act 1989 Division 1 Preliminary 2 Definitions (1) In this Part— former institution means— (a) the Mitchell CAE, (b) the Riverina-Murray Institute (Murray Campus), or (c) the Riverina-Murray Institute (Riverina Campus). governing body, in relation to a former institution, means the governing body of— (a) the Mitchell CAE, or (b) the Riverina-Murray Institute, as the case requires. Mitchell CAE means the Mitchell College of Advanced Education established under the Colleges of Advanced Education Act 1975. relevant commencement means— (a) in relation to the Mitchell CAE—the commencement of clause 3, (b) in relation to the Riverina-Murray Institute (Murray campus)—the commencement of clause 5, or (c) in relation to the Riverina-Murray Institute (Riverina campus)—the commencement of clause 6. Riverina-Murray Institute means the Riverina-Murray Institute of Higher Education established under the Colleges of Advanced Education Act 1975. Riverina-Murray Institute (Murray campus) means such part of the Riverina-Murray Institute as is situated in Albury. Riverina-Murray Institute (Riverina campus) means such part of the Riverina-Murray Institute as is situated in Wagga Wagga. (2) In this Part, a reference to a former institution includes, where the former institution forms part of the Riverina-Murray Institute, a reference to that Institute. Division 2 The Mitchell College of Advanced Education 3 The Mitchell College of Advanced Education (1) The Mitchell CAE is abolished and its Council is dissolved. (2) The property of the Mitchell CAE is vested in the University (subject to any trusts or conditions subject to which it was held immediately before the commencement of this clause) to be applied by the University for the purposes of the University. (3) The University has the control and management of land that was under the control and management of the Mitchell CAE immediately before the commencement of this clause. (4) The Mitchell College of Advanced Education By-laws— (a) continue in force (in respect of the Charles Sturt University, Mitchell) as if they had been made by the Board as by-laws under this Act, and (b) may be amended and revoked accordingly. Division 3 The Riverina-Murray Institute of Higher Education 4 Dissolution The Riverina-Murray Institute is abolished and its Council is dissolved. 5 Riverina-Murray Institute (Murray campus) (1) The property of the Riverina-Murray Institute that relates to the Riverina-Murray Institute (Murray campus) is vested in the University (subject to any trusts or conditions subject to which it was held immediately before the commencement of this clause) to be applied by the University for the purposes of the University. (2) The University has the control and management of land that was under the control and management of the Riverina-Murray Institute in relation to the Riverina-Murray Institute (Murray campus) immediately before the commencement of this clause. (3) The Riverina College of Advanced Education By-law 1978— (a) continues in force (in respect of the Charles Sturt University, Murray) as if it had been made by the Board as a By-law under this Act, and (b) may be amended and revoked accordingly. 6 Riverina-Murray Institute (Riverina campus) (1) The property of the Riverina-Murray Institute that relates to the Riverina-Murray Institute (Riverina campus) is vested in the University (subject to any trusts or conditions subject to which it was held immediately before the commencement of this clause) to be applied by the University for the purposes of the University. (2) The University has the control and management of land that was under the control and management of the Riverina-Murray Institute in relation to the Riverina-Murray Institute (Riverina campus) immediately before the commencement of this clause. (3) The Riverina College of Advanced Education By-law 1978— (a) continues in force (in respect of the Charles Sturt University, Riverina) as if it had been made by the Board as a by-law under this Act, and (b) may be amended and revoked accordingly. 7 Regulations The following Regulations are repealed— The Riverina College of Advanced Education Regulation 1981, The Riverina College of Advanced Education (Amalgamation) Regulation 1981, The Riverina-Murray Institute of Higher Education (Murray Campus Board of Man