Section 1: The University Council

1. STATUTORY BASIS

The Council has its statutory basis in the Flinders University of South Australia Act 1966 which appears in Appendix 1.  The Council has the powers, authorities, duties and functions conferred on it under the Act.  The membership of Council is also defined in the Act.

2. POWERS AND FUNCTIONS

2.1 Responsibilities

The Act defines the powers and responsibilities of the Council in Section 5, paragraphs (1) and (2) as follows:

5(1)	The Council has the powers, authorities, duties and functions conferred and imposed on the Council by or under this Act.
5(2)	The Council is the governing body of the University and has as its primary responsibilities -
	(a)   appointing the Vice-Chancellor as the chief executive officer of the University, and monitoring his or her performance;
	(b)   approving the mission and strategic direction of the University, as well as the annual budget and business plan;
	(c)   overseeing and reviewing the management of the University and its performance;
	(d)   establishing policy and procedural principles, consistent with legal requirements and community expectations;
	(e)   approving and monitoring systems of control and accountability, including general overview of any entities controlled by the University (within the meaning of section 50AA of the Corporations Act 2001);
	(f)    overseeing and monitoring the assessment and management of risk across the University, including commercial undertakings;
	(g)   overseeing and monitoring academic activities of the University;
	(h)   approving significant commercial activities of the University.

2.2 Delegation

The Act identifies the Council's capacity to delegate its powers in Section 19A, as follows:

(1)	The Council may delegate any of its powers under this Act (except this power of delegation) to any officer, employee, board or committee of the University.
(2)	The delegation of powers under this section does not derogate from the power of the Council itself to act in any matter.

Council has delegated authority to its standing committees on a number of matters, in particular to the Academic Senate and Resources Committee.  Council has also delegated authority on some matters to the Vice-Chancellor and senior staff. 

2.3 Functions of Council

Consistent with its status as the governing body of the University responsible for major developments affecting governance, strategic directions and major business decisions, Council has identified its own functions as follows:

*	approval of:
	-  future directions for the University including stategic plans such as the educational profile, academic plan and capital plan; establishment of new academic developments; and major commercial ventures and agreements;
	-  significant University-wide policies including those related to physical and human resources, financial matters, academic matters and student matters;
	-   financial matters including the University budget, financial delegations and major expenditure of funds in excess of approved delegations, Annual Report (including audited financial statements of the University), purchase and sale of University property;
	-  appointment of Chancellor, Deputy Chancellors, Vice-Chancellor and Deputy Vice-Chancellors;
	-  conferring of honours, honorary awards and degrees;
	-  changes to the Act, Statutes, Regulations and By-Laws;
	-  affixing of Common Seal; and
	-  matters relating to University governance.
*	monitoring/noting of:
	-  significant issues relating to the University community;
	-  reports on major commercial ventures and the establishment and operation of major agreements, affiliations and contracts with other organisations;
	-  processes established relating to quality assurance and to the management of risk exposure;
	-  compliance by the University with legislative and statutory obligations;
	-  significant appointments;
	-  regular reports on financial and budget performance; and
	-  reports on delegations.
*	consideration of any other items which, in the opinion of the Vice-Chancellor, should be brought to Council's attention.

  

2.4 Power to make statutes, regulations and by-laws

Under Section 20(1) of the Act, Council has "full power to make, alter and repeal any statutes and regulations" concerning a broad range of purposes, including

*	elections;
*	the discipline of the University;
*	staff appointments and conditions of employment;
*	examinations;
*	fees;
*	teaching arrangements;
*	establishment of academic awards;
*	affiliation with external bodies;
*	constitution of boards and committees.

Section 20(3) provides that all statutes and regulations shall be submitted to the Governor to be allowed.

Section 20(3a) provides that on being allowed by the Governor, a statute or regulation is binding on the whole body of the University.

Section 20(4) empowers Council to make by-laws for a wide range of purposes.  By-laws must be submitted to the Governor for confirmation, published in the Gazette and laid before each House of Parliament.  By laws made pursuant to the Act form Appendix 2.

2.5 Corporate Powers

The powers which the University may exercise are set out in sections 3(3) to 3(6) of the University Act. 

Section 3(3) provides that "subject to subsection (5), the University is a body corporate invested with full juristic capacity and unfettered discretion, subject to the laws of this State, to conduct its affairs in the manner it thinks fit."

Section 3(4) states that "the University may exercise its powers within or outside the State (including outside Australia)."

Section 3(5) provides that "the University must not alienate (except by way of lease for a term not exceeding 21 years), mortgage or charge land vested in or conveyed to the University on trust except with, and in accordance with any terms or conditions of, an approval given by the Governor."

Section 3(6) states that "to avoid doubt, subsection (5) does not confer any power to alienate land contrary to the terms of a trust relating to the land."

If, in the exercise of its powers, the University commits or threatens to commit a civil wrong such as a breach of contract, or acts in excess or abuse of its powers, it may be sued privately for damages or other appropriate relief.

2.6 Annual Report

Council is required to submit to the Governor an annual report on the proceedings of the University.  The report must include an audited account of University income and expenditure for the period covered by the report.

3. COMPOSITION OF COUNCIL

The composition of Council is defined in Section 5 (3) of the Act:

Sub section 3(a) of Section 5 requires that
"Where a person is appointed to the Council, the appointing authority must recognise that the Council is, as far as practicable, to be constituted of equal numbers of men and women who -
(a) have a commitment to education and, in particular, to higher education; and
(b) have an understanding of, and commitment to, the principles of equal opportunity and social justice and, in particular, to access and equity in education".

Sub section 3(b) requires that of the members appointed on the recommendation of the Selection Committee, at least two must have financial management expertise and at least one must have commercial expertise (demonstrated by relevant qualifications or relevant experience at a senior level in the public or private sector).

Section 6 (5a) requires that a member's term of office should not normally exceed 12 years unless otherwise specifically agreed by a resolution of Council.

Although not prescribed in the Act, the Selection Committee must also take into consideration provisions relating to the composition and skills and expertise of Council as identified in the National Governance Protocols.  In particular the National Governance Protocols require that appointed members must be selected on the basis of their ability to contribute to the effective working of the Council by having the required skills, knowledge and experience, an appreciation of the values of the University and its core activities of teaching and research, its independence and academic freedom and the capacity to appreciate what the external community needs from the University.

4. ROLE OF COUNCIL MEMBERS

Broadly defined, it is the role of members of Council to promote and work in the best interests of the University, and to participate in the effective management of the University by making a positive and active contribution to the business of Council and other University activities.

In addition to attending Council meetings on a regular basis, the formal involvement of Council members in the University may include:

To fulfill its responsibilities under the Act, the Council approves the annual University Budget, and monitors financial management performance through regular financial reports and the annual audited financial statements.  It is assisted in performing this role by the Resources Committee and the Audit Committee.

Negotiation of proposed allocations to major cost centres and budget lines having regard to the strategic priorities of the University is conducted by the Vice-Chancellor prior to recommending the annual budget to Resources Committee and Council.  It is the role of the Resources Committee and Council to discuss any policy issues which form the background to recommended allocations, and the responsibility of the Vice-Chancellor to bring these issues to the Council for discussion at an appropriate time in the budget process.

5.  EXECUTIVE COMMITTEE OF COUNCIL

5.1 Function and composition

To ensure that the Council has in place a mechanism to deal with urgent business between meetings, Council has established an Executive Committee comprising:

- The Chancellor ex officio (Chair)
- The Deputy Chancellors ex officio
- The Vice-Chancellor ex officio
- One staff member of Council*
- One student member of Council*
* Appointed by Council on the recommendation of the Vice-Chancellor for the duration of their terms.

5.2 Terms of reference

To meet between regular meetings of Council to consider and decide on urgent matters that the Chancellor and Vice-Chancellor consider cannot be held over until the next regular meeting.

5.3 Procedure

The agenda of each meeting of the Executive Committee will be circulated to all members of the Council prior to the meeting.
The Executive Committee will report on its actions to the next regular meeting of Council.

5.4 Quorum

A quorum for a meeting of the Executive Committee is four members. 

6. SECRETARY OF THE COUNCIL

Under Statute 2.7: The Registrar, the Registrar is responsible for the secretarial work of all boards and committees of the University and for the performance of duties assigned to him or her by decision of the Council.  As Secretary of the Council the Registrar is responsible for all matters relating to the administration of Council including the preparation of agenda, minutes and papers for presentation to Council, the provision of advice and the development, analysis and interpretation of the legislation and procedures by which the operations of Council are regulated. The Registrar has delegated the operational aspects of this role to an administrative officer located in the Policy and Secretariat Section (referred to as the "Council Secretary").

Council members should contact the Council Secretary if they have queries about items in the Council agenda and minutes, if they wish to register an apology for a meeting, or if they want information about Council procedures.