The operating procedures derive from the Act, Statutes, procedural decisions taken by Council and standard meeting practices adopted by decision of Council. The procedures may be used as a guide for the effective operation of boards and committees constituted by the Council. Queries about the operating procedures may be directed to the Council Secretary.
1.1 Dates, Time
Statute 4.1: The Council provides that Council will hold regular meetings as it determines. Council sets the dates of regular meetings on an annual basis. Council has determined for the time being that there shall be five regular meetings per year commencing at 2.00 pm and an annual strategic retreat in September.
1.2 Chairing of Council meetings
Section 18(4) of the University Act states that "the Chancellor or, in his or her absence a member of the Council elected by those present, will preside at meetings of the Council".
1.3 Lack of business
If the Chancellor and Vice-Chancellor consider that there is insufficient business to justify a meeting of Council, the Chancellor will instruct the Secretary of the Council to cancel the meeting.
1.4 Special Meetings
Statute 4.1: The Council provides that special meetings may be held. Special meetings of Council may be convened:
- by resolution of the members present and voting at a previous meeting;
- by the Secretary of the Council at the request of the Chancellor or Vice-Chancellor. A written notice of such a meeting shall be sent to each member at least seven clear days prior to the meeting;
- by the Secretary of the Council at the written request of at least four members. Such a request will explain the reasons for holding the meeting. The meeting will be held within fourteen days of receiving the request.
A special meeting will consider only the business for which the meeting was convened. Other business may only be considered at a special meeting with the agreement of a majority of the members present and voting.
The Council may adjourn any meeting or debate to a future setting. New business may only be considered at an adjourned meeting with the agreement of a majority of the members present and voting.
1.6 Use of Technology
A meeting may be called or held using any technology, including e-mail circulation, tele- or video-conference.
No question can be decided at any meeting of the Council unless at least eleven members of the Council are present (Section 18(3) - University Act). If a quorum has not been achieved after a quarter of an hour from the time appointed for the meeting, or if the quorum is not maintained during the meeting, the Chairperson shall close or adjourn the meeting, and any scheduled business that has not been dealt with shall be held over until a later time, or until a future meeting.
Section 18 (1) of the University Act states that… “A question that comes before a meeting of the Council will be decided by the majority of members present at the meeting and voting on the question.”
Section 18(2) of the University Act states that “The person presiding at a meeting of the Council has a vote and, in the case of an equality of votes, a casting vote.”
For the avoidance of doubt, all members of Council, including ex officio members, are entitled to vote.
The mechanism for voting is outlined at section 8. In practice, few matters require the formality of a vote and the Chancellor (and standing committee Chairs) generally prefer to guide discussion towards a consensus view.
Members can expect that questions for decision will be in the form of a clearly written draft resolution. Where there is discussion of a matter, the Chairperson has a responsibility to identify whether there are any contrary views and if so, to ensure that such views are discussed. If a draft resolution is amended, the Chairperson must ensure that there is clarity on exactly what members are being asked to do or agree to. The Chairperson must also ensure that the majority decision is clear and is recorded in the minutes before the meeting moves to the next item.
The Chancellor’s expected standard of conduct for Council members is that:
- dissenting opinions will be acknowledged and respected;
- having reached a decision on a matter, all Council members are expected to respect and accept the majority decision and refrain from speaking out publicly against the decision.
1.9 Executive Committee of Council - decisions by circulation
Council has established an Executive Committee of Council, chaired by the Chancellor, to deal with urgent business between regular meetings. The terms of reference and composition of the Executive Committee of Council is set out in the Council Handbook, Section 1 The University Council, clause 4.
If a majority of the Executive Committee members entitled to vote on a matter (and being not less than a quorum of 4 members) indicate that they are in favour of a resolution in the terms, and by the deadline set out in the circulated papers, a resolution in those terms shall be deemed to have been passed.
In the event that a member(s) is not in favour, the matter will be referred to the Chancellor, who will discuss the matter with the member(s) concerned and decide whether the majority decision prevails or the matter must be held over.
The circulated papers and resolution, and the outcome will be sent to every Council member, for information. Matters decided by circulation in the manner prescribed above will be reported to the next regular meeting of Council and recorded in the minutes.
1.10 In Camera Session
Before the commencement of every alternate Council meeting, the Chancellor may elect to hold a half-hour in-camera session attended by the appointed external members of Council only. This time, if taken, enables the external appointed members of Council, who otherwise only meet together at Council meetings, to raise and discuss matters which relate to their responsibilities as external appointed members of Council. That is in accordance with good contemporary governance. No decisions are made and minutes are not recorded.
2. Attendance at Meetings
2.1 Attendance by Council members
Council members are required to attend meetings regularly and when they cannot attend, they should observe Council procedure regarding apologies or leave of absence. Under the University Act Section 6(6)(b), Council may remove from office a member who fails without reasonable excuse to comply with Council requirements in relation to attendance at meetings.
A member who is unable to attend a meeting should inform the Council Secretary as early as possible before that meeting. Apologies are announced at the meeting and recorded in the minutes.
2.3 Leave of Absence
A member who will be absent from Council for two or more regular meetings in succession should seek leave of absence. Written requests for leave of absence should be submitted to the Council Secretary for consideration by Council at its next regular meeting.
2.4 Attendance by other persons
Confidential items are open only to the members of Council, members of the Senior Executive and those members of the University staff who provide administrative and secretarial services to the Council. Non-confidential items are open to members of the University who are defined as members of staff of the University, students enrolled in the University and graduates of the University. Persons who are not members of the University may not attend meetings of Council. If the Chairperson becomes aware that a person who is not a member of the University is an observer, he/she shall ask the person to leave the meeting.
Members of the University who attend meetings of Council are subject to the following provisions:
- observers shall not publish matters discussed at Council meetings without the prior approval of the Secretary of the Council;
- observers may not speak or participate in the meeting unless invited to do so by the Chairperson;
- if Council resolves to go into confidential session, observers shall leave the meeting at the request of the Chairperson;
- in the event of a disturbance being created by one or more observers, the Chairperson will ask the person or persons to desist. If the disturbance continues the Chairperson will ask the person or persons to leave the meeting. If they refuse, the Chairperson will ask all observers to leave the meeting. If they refuse the Chairperson will adjourn the meeting and it will be reconvened later to deal with the remaining items on the agenda, in which case the Chairperson will determine whether the meeting should be held in camera.
2.5 Recording of Attendances at Council Meetings in the Minutes
The attendance of members or invited guests during a Council meeting will be recorded in the Minutes, and a record will be made of any instance where a person who has been present at the meeting leaves the meeting or returns to it during an item.
3. Preparing for meetings
Council members have a duty to the University to exercise care and diligence in the performance of their functions (University Act Section 18A). To ensure the most constructive use of Council time it is essential for all members to prepare adequately for meetings. Specifically, Council members should:
“Read Council papers, be attentive at meetings and take an active part in the business of Council.” (Handbook Section 2 clause 8 Principles of Conduct). Each member should feel satisfied that there has been enough time to prepare for the meeting, and that an appropriate level and quality of information has been provided to enable members to understand the issues under discussion. The agenda is the key tool in managing Council’s time effectively.
4.1 Notice of meeting and circulation of agenda
The notice of meeting is in the form of the agenda and papers for each meeting. The agenda will indicate the time, date and place of the meeting. The Council Secretary will send the notice of meeting electonically and in hard copy, if requested, to the nominated address of each member of Council, at least seven clear days before the meeting (ie on the same day of the week in the week prior to the meeting). Inadvertent failure to notify a member of a meeting or to issue the notice of meeting by the deadline specified above will not render the meeting invalid.
4.2 Late circulation of papers
Additional papers may be circulated no later than two clear days before the meeting.
4.3 Tabling of papers
The Chancellor may allow papers to be tabled at a meeting, although a majority of members present and voting may resolve not to consider them at that meeting.
4.4 Submission of items for the agenda
Items of business for inclusion in the agenda may be submitted by the Chancellor, the Vice-Chancellor, members of the Senior Executive, the Secretary of the Council, the standing committees of Council and individual Council members. They should be supported by documentation which explains the item and recommends action to be taken by the Council. To be accepted for inclusion on the agenda, items of business must concern matters which are within the jurisdiction of the Council.
Standing committee agendas are the responsibility of the Chairs, working closely with the Vice-Chancellor and other senior executive staff, as appropriate. A large part of the standing committee business is cyclical, e.g. the annual financial statements and budget.
4.5 Deadline for Agenda
Items and papers for inclusion in the agenda for a regular meeting of Council must be received by the Council Secretary no later than nine clear days before the meeting. As Council meetings are normally held on a Thursday, this means that to be included in the agenda, material must be received by the Secretary before 5.00pm on the Friday of the week before the agenda is circulated. Except with the approval of the Secretary of the Council, material received after this deadline will be held over until the next regular meeting.
4.6 Agenda papers and questions/comments about agenda papers
Every item of business for the meeting is introduced by a 'coversheet' which sets out the purpose, background - including the relationship of the item to the powers, duties and functions conferred and imposed on the Council (terms of reference) - and a draft resolution. The cover sheet is followed by a discussion or briefing paper providing a concise explanation of the matter.
Council members should contact the Council Secretary if they have queries about items in the Council agenda and minutes, or if they want additional information pertaining to a particular item(s) or the operation of the University, prior to the meeting.
4.7 Nominated address
Members of Council will advise the Council Secretary of the address to which all communications about the Council are to be sent and will notify the Council Secretary of any change of address.
4.8 Additions to the agenda
A new item of business which does not appear on the agenda may only be considered at a regular meeting with the agreement of a majority of the members present and voting.
4.9 Starring of items for discussion
A starring system is used to enable efficient handling of routine items. The * symbol is used to denote significant items of business to be discussed by Council. Prior to circulating the agenda for each meeting, an agenda preview group comprising the Chancellor, Vice-Chancellor and the Secretary of the Council, determines which items will be starred. At the beginning of each regular meeting, members may request any additional items for starring and discussion. All unstarred items will be deemed to have been received and noted or approved as appropriate, which means that the recommendations attaching to such items are accepted without discussion.
5. Order of Business
The Chairperson may vary the order of business at any meeting. The order of business at each regular meeting shall generally be as follows:
- any matters concerning the membership of Council;
- confirmation of the minutes of the last regular meeting and the minutes of any special meetings held since the last regular meeting;
- business arising from the minutes – this item allows members to raise for discussion items arising from the minutes which are not included elsewhere in the agenda;
- report of matters approved by the Executive Committee of Council;
- arrangement of the agenda, including starring of agenda items which members wish to be discussed;
- identification of significant items which should be given priority to allow a full discussion during the meeting;
- Council members' disclosure of interests;
- items for decision/approval;
- items for discussion, including a report from the Vice-Chancellor (confidential and/or non-confidential) and presentations form the senior executive;
- items for noting, including committee minutes;
- date of next meeting;
- rolling meeting schedule.
6.1 Confidential items
The items for Council meetings will be designated confidential (with the symbol 'C' before the item number and the cover sheet for the item printed on grey paper) or non-confidential (cover sheet printed on gold paper). The confidential items are circulated to Council members only, members of the Senior Executive and those members of the University staff who provide administrative and secretarial services to the Council only. Prior to a meeting, a member may only discuss confidential items with other members of Council, the member of the senior executive who has sponsored the item, the Secretary of the Council or the Council Secretary. A small number of these matters are confidential only until a decision has been made by the Council and they are then reported as non-confidential items of the minutes. Following a decision by Council on a confidential item, information about the decision may be disclosed to persons who are not members of Council unless the Chairperson directs or the minutes indicate that the item is to remain confidential.
6.2 Confidential minutes
If a matter remains confidential following a Council meeting (eg because it is still subject to negotiation or formal acceptance), it will be denoted by a symbol "C" alongside the number of the item in the minutes and circulated to Council members, members of the Senior Executive and those members of the Univesity staff who provide administrative and secretarial services to the Council and senior executive only. Matters decided by Council as part of the confidential agenda, which are no longer confidential following the meeting, will be recorded as non-confidential and included in the non-confidential minutes distributed to members of the University.
6.3 Breach of confidentiality
If there is evidence that a breach of confidentiality has occurred but the source is not able to be identified, the Chairperson will bring the matter to the attention of Council at its next meeting, and will remind members that it is their responsibility to act in accordance with these confidentiality provisions. If a particular member is alleged to have breached confidentiality, that person may be the subject of censure on the grounds of misconduct, in accordance with procedures that parallel Council's procedures for handling serious misconduct (Handbook Section 3 clause 8). The outcome of Council's debate on an alleged breach of confidentiality will be recorded in the confidential section of the minutes.
6.4 Voice Recording of Proceedings
The making of a voice recording of meetings is not permitted exept with the permission of the Chairperson.
Minutes of the proceedings of every meeting of Council will be recorded and at the end of each year will be kept as a permanent record of the decisions of the Council in the University's electronic document and record management system (EDRMS) which is a State Records compliant EDRMS. The unconfirmed minutes of each meeting will be circulated as soon as possible after each meeting and will be presented at the next regular meeting for confirmation as a correct record and signature by the Chairperson. Discussion about the minutes will be restricted to questions about their accuracy as a record of the business of the Council. Members who wish to question the accuracy of the minutes should contact the Council Secretary prior to the next regular meeting in order to propose a motion to amend the minutes prior to their confirmation.
The minutes of Council will record:
- the nature of the meeting, whether regular, special, or adjourned;
- the date, time and place of the meeting;
- the name of the person presiding at the meeting, the names of members of Council who are present, the names of officers of the University in attendance, the names of any persons present by invitation and the names of members who have tendered an apology;
- a summary of the business conducted at the meeting; a concise statement of major points of discussion about a draft resolution, followed by the resolution; at the request of any member, a note that the member voted against or abstained from voting on a draft resolution or amendment;
- any other matters at the direction of the Chairperson.
8. Method of Voting
A question that comes before a meeting of the Council will be decided by the majority of members present at the meeting and voting on the question (Section 18(1) of the Act). Ex officio members are entitled to vote.
Voting will be conducted by a show of hands, unless a secret ballot is requested by at least three members. The Chairperson will ask the members who are present to vote on a draft resolution or amendment by asking first those members who wish to vote in favour to raise their hands. The Chairperson will then ask those members who wish to vote against the draft resolution or amendment to raise their hands. The Chairperson will then declare the draft resolution carried or lost. A member who does not vote for or against a draft resolution or amendment will be deemed to have abstained from voting. At the request of a member, the Chairperson will inform the meeting of the numbers voting for and against.
Numbers of votes cast will not appear in the minutes unless a member asks for the vote to be recorded. At the request of a member, the minutes will record that the member voted against or abstained from voting on a draft resolution or amendment.
Section 18(2) of the University Act provides for the Chancellor or person presiding at the meeting to have a vote and, in the case of an equality of votes, a casting vote. Any reasons given by the Chairperson to explain his/her use of the casting vote will be recorded in the minutes. Note: The Chancellor or person presiding at the meeting may be precluded from voting, for example, by a conflict of interest.
Where a secret ballot is held, the Secretary of the Council will act as Returning Officer.
9. Matters Not Dealt With in Procedures and Guidelines
If questions arise which are not dealt with in these procedures and guidelines the decision of the Chairperson shall be final.
10. Suspension or Variation of Procedures and Guidelines
Any of these procedures and guidelines may be suspended or varied by a majority decision of the members present and voting.