EDUCATION AND TRAINING REFORM ACT 2006
MINISTERIAL ORDER No17
THE BOARD OF THE WILLIAM ANGLISS INSTITUTE OF TECHNICAL AND FURTHER EDUCATION
The Minister for Skills and Workforce Participation makes the following Order:
1.Meaning of ‘former Orders’.
In this Order, the ‘former Orders’ meansthe Orders of the Governor in Council dated 6 December 1994, 11 July 1995 and 31 October 1995 relating to the Board of the William Angliss Institute of Technical and Further Education.
2.Purpose and Authorising Provision
This Order amends the former Orders and is made under the powers in section 3.1.12(2), 5.2.12and 5.10.4 of the Education and Training Reform Act 2006.
3.Commencement
This Order comes into operation on the date on which it is made.
4.Repeal and substitution of parts of former Orders
For clauses 3 to 25 both inclusive of the former Orderssubstitute the following clauses 3 to 23.
‘3.Transitional
This Order is to be read together with the following changes made by clause 1.12 of Schedule 8 of the Act, which provides that on the commencement of section 6.1.1(a) of the Act –
a)a TAFE council continues in operation under and subject to the Act and its members remain in office for the period of their appointments;
b)a TAFE college is deemed to be a TAFE institute under and subject to the Act;
c)the council of a TAFE college is deemed to be the board of a TAFE institute under and subject to the Act;
d)the members of the board of a TAFE college are deemed to be the directors of the board of a TAFE institute under and subject to the Act;
e)any rights, assets, liabilities and obligations of a TAFE council become the rights, assets, liabilities and obligations of the TAFE Board under the Act;
f)a TAFE Board continues to be a party in any proceeding, contract, agreement or arrangement commenced or made by, against or in relation to the TAFE council;
g)a TAFE Board may continue and complete any other continuing matter or thing commenced by, against or in relation to the TAFE Council;
h)the funds administered in the name of a TAFE council immediately before the commencement of section 6.1.1(a) of the Act continue to be funds administered by the TAFE Board; and
i)any moneys or amounts standing to the credit of any fund or account of a TAFE Council, immediately before the commencement of the Act continue to form part of the fund or account administered by the TAFE Board under the Act.
4.Objectives of the Board
The objectives of the Board are –
a)within the context of national and State policy and management frameworks, to establish goals for the Institute;
b)to provide quality vocational education and training and adult, community and further education programs and services which:
(i)promote the competitiveness of industry;
(ii)enhance the opportunities of individuals;
(iii)serve the needs of the general community;
c)to govern and control the Institute efficiently and effectively and to optimise the efficient use of resources;
d)to promote excellence in the Hospitality and Tourism industries through the provision of quality vocational education and training courses and other programs;
e)to establish arrangements to ensure that the Institute provides a diversity of education responsive to the needs of the training market;
f)to promote staff and student participation in decision-making;
g)to provide the Victorian, Australian and International Tourism and Hospitality and Food industries with programs and services designed to be responsive to their needs and to those of individual clients and students;
h)to promote export educational services;
i)to develop a National Centre for Excellence for research in education in Tourism and Hospitality, and
j)to encourage strategic alliances with the community and other education providers.
Nothing in this clause affects the functions of the Board under section 3.1.13 of the Act.
5.Duties of the Board
In addition to the duties imposed on the Board by section 3.1.15 oftheAct, other provisions of this Order and any other duties imposed by law, the Board must –
a)take all reasonable steps for the advancement of its objectives;
b)operate in accordance with the economic and social objectives and public sector management policy established from time to time by the Government of Victoria;
c)provide all assistance and information as the Minister, the Secretary or the Deputy Secretarymay reasonably require from the Board; and
d)ensure the safe custody and proper use of the common seal of the Board.
6.Nothing in this Order affects the operation of the following provisions:
a)Division 4 of Part 5 of the Public Administration Act 2004 as it applies to the Board;
b)section 7 of the Public Administration Act 2004 as it applies to the Directors of the Board;
c)any code of conduct issued by the Public Sector Standards Commissioner under section 63 of the Public Administration Act 2004 and that is expressed to apply to the Directors of the Board;or
d)any other matter under the Public Administration Act 2004 that applies to the Board or its directors.
DIVISION 3– BOARD DIRECTORSHIP
7.Board Composition
The Board consists of thirteendirectors, of whom –
a)seven directors must be appointed by the Minister in accordance with section 3.1.16 of the Act;
b)one director must be a staff member of the Institute elected by the staff in accordance with section 3.1.16(1)(b) of the Act;
c)one director must be a student of the Institute elected by the students in accordance with section 3.1.16(1)(c) of the Act;
d)one director must be the Chief Executive Officer of the Institute in accordance with section 3.1.16(1)(d); and
e)three directors must be appointed by the Board by co-option in accordance with section 3.1.16(1)(e) of the Act.
8.Appointment of Directors
(1)Whenever a vacancy occurs in a Ministerial appointee under section 3.1.16(1)(a) of the Act, the Board must inform the Minister of the vacancy in writing as soon as practicable.
(2)The Board may provide the Minister with a list of recommended suitable candidates within two months of a Ministerial appointee position becoming vacant.
(3)In selecting Ministerial appointees, the Minister will consider any candidates who have been recommended by the Board.
(4)Appointments to the Board are to be made by the Minister or the Board by an instrument in writing.
(5)The Board must send a copy of the instrument of appointment of a co-opted director to the Deputy Secretarywithin one month of the appointment.
9.Elected Directors
(1)The Board must decide the process for election to the elected director positions.
(2)If a vacancy occurs in an elected director position, the Board must ensure that an election is held to fill the position as soon as practicable.
10.Terms and Conditions of Office of Directors
(1)Directors (other than the elected directors and the Chief Executive Officer) hold office for the period, not exceeding three years, that is specified in the instrument of the appointment.
(2)The Director elected by the staff holds office for two years from the date of his or her election or from the date of the expiry of the term of his or her predecessor, whichever is the later.
(3)The Director elected by the students holds office for one year commencing on 1 April and ending on 31 March.
(4)Directors may be re-appointed or re-elected.
(5)A director may resign by writing addressed to the President or, in the case of the President, to the Chief Executive Officer.
(6)In accordance with clauses 3(3) and (5) of Schedule 2 of the Act, and subject to the approval of the Minister, directors are entitled to receive the remuneration, fees and allowances that are fixed from time to time by the Board.
11.President and other Office Bearers
(1)The Board must have a President and may have such other office bearers as it determines.
(2)The Board must every two years elect one of its directors as President to hold office during the following two years. The Chief Executive Officer, elected staff and the elected student directors may not be President. A member of the Board may not hold office as President for more than three consecutive terms.
(3)The process for appointment or election of any other office bearers will be determined by the Board.
(4)The President may resign that office by writing addressed to the Chief Executive Officer.
(5)Other office bearers may resign their offices by writing addressed to the President.
(6)If there is a casual vacancy in an office of President the Board must, as soon as practicable, choose another President for the remainder of the former President's term. Following completion of that term, the director so elected may be re-elected as President pursuant to sub-clause (2)c.
12.Indemnity of Directors and Committee members
The Board must arrange insurance or an indemnity for each TAFE director and committee member for an amount of not less than $10million per event to indemnify that director or committee member against liability in respect of any injury, damage or loss suffered by the Board or any person caused or arising out of anything necessarily or reasonably done by that director or member in good faith -
a)in the exercise of a power or the performance of a function of a director or member; or
b)in the reasonable belief that the act or omission was in the exercise of a power or the performance of a function of a director or member.
DIVISION 4 – MEETINGS
13.Meeting Procedure
(1)Meetings of the Board are to be held at the times and places to be determined by the Board or directed by the President of the Board.
(2)The Board must meet at least six times in each calendar year and at least once every three months.
(3)The President must preside at any meeting of the Board at which he or she is present.
(4)If the President is absent, a director elected by the directors present must preside.
(5)A majority of the directors in office at the time constitutes a quorum for a meeting of the Board, but a majority of members present must not be members of staff or students of the Institute.
(6)The Board may act despite vacancies in its membership so long as a quorum is present.
(7)Each director has one vote, and a question arising at a meeting of the Board must be determined by a majority of votes of the directors present and voting on that question and, if the votes are equal, the person presiding has a casting vote as well as a deliberative vote.
(8)An act or decision of the Board is not invalid only because –
a)of a vacancy in its membership;
b)of a defect or irregularity in the appointment or election of any of its directors; or
c)in the case of a presiding or acting director, the occasion for that person so presiding or acting had not arisen or had ceased.
(9)Except as otherwise determined by the Board meetings will be open to observers from the Institute community and the public.
(10)The Board must keep a record of the decisions and full and accurate minutes of its meetings and must arrange for a copy of all minutes to be available to the Deputy Secretary on request.
(11)The Board’s common seal must only be used by authority of the Board and every document on which it is affixed must be signed by those office-bearers nominated by the Board for that purpose.
(12)Subject to the Act and this Constitution, the Board may regulate its own meeting procedure.
14.Disclosure of interests of Directors and Committee Members
(1)A director or committee member who has a pecuniary or other interest in any matter in which the Board or committee is concerned must -
a)if the director or committee member is present at a meeting of the Board or committee (as the case may be) at which the matter is to be considered, disclose the nature of the interest immediately before the consideration of that matter; or
b)if the director or committee member is aware that the matter is to be considered at a meeting of the Board or committee (as the case may be) at which the director or committee member does not intend to be present, disclose the nature of the interest to the President or committee chairperson before the meeting is held.
(2)A director or committee member –
a)may take part in the discussion in the meeting; and
b)must leave the meeting while any vote is taken on a question relating to the matter.
(3)The President of the Board or Committee Chairperson must ensure that a disclosure made to a committee is reported to the next meeting of the Board.
(4)All disclosures must be recorded in the minutes of the Board.
(5)A disclosure can be in the form of a general notice read at a Board meeting and entered in its minutes that the Board or director or committee member holds an office or possesses certain property or has other relevant interests.
(6)The requirements of this clause in relation to committee members do not apply to conflicts or potential conflicts in respect of positions, offices or employment held which are a necessary qualification for the appointment of a person to the committee.
DIVISION 5 – BOARDS AND COMMITTEES
15.Establishment, composition and functions of Committees
(1)The Board may, to facilitate its functioning, establish any committee and appoint members to it including any person who is not a member of the Board.
(2)A committee may exercise any power or perform any function delegated to it by the Board.
(3)Subject to the approval of the Minister, committee members may be paid the remuneration, fees and allowances that are fixed from time to time by the Board.
(4)A committee must keep minutes of all meetings and submit reports to the Board as requested.
16.Director and Committee Member Duties
(1)A director or any committee member must in the exercise of his or her functions -
a)act honestly;
b)exercise reasonable care and diligence;
c)not make improper use of any information acquired as a director or committee member; and
d)disclose to the Board or committee (as the case may be) any conflict of interest or duties except those arising directly out of the person's qualification for membership of the Board or committee.
(2)A director or any committee member ceases to hold office if he or she -
a)becomes bankrupt;
b)is found guilty of an offence which is, or which would if committed in Victoria be, an indictable offence;
c)is absent from three consecutive meetings of the Board or the committee without leave of the President or committee chairperson, or in the case of the President or committee chairperson without the Minister's leave;
d)becomes a represented person within the meaning of the Guardianship and Administration Board Act 1986(Vic), or
e)in the case of a committee member ceases to hold a qualification necessary for his or her appointment, or in the case of a director ceases to hold a qualification necessary under the Act or this Constitution to be appointed or elected.
(3)Subject to the Act, this Constitution and any directions given by the Board, a committee may regulate its own procedure.
DIVISION 6 – MANAGEMENT RELATIONSHIPS
17.Staff
(1)The Board must decide what powers, duties and responsibilities it will assign to the Chief Executive Officer.
(2)The Board must give proper direction to and exercise proper control over the Chief Executive Officer and other staff, and monitor that they are carrying out functions in a fit and proper manner.
18.Delegations
(1)Subject to sub clause (2), the Board may, by instrument under its common seal, delegate to the members of a committee established by the Board, a director of the Board, the chief executive officer of the Board, or to any other person employed in the Department or by the Board in the administration or execution of the Act or this Constitution any power of the Board, other than this power of delegation.
(2)The Board cannot delegate the power to make, amend or revokeInstitute Rules or the power to amend or revoke any regulation made by its predecessors.
(3)A delegation must be recorded in the Board’s minutes and given in writing and must specify -
a)the period for which it is valid, and
b)any limitations or conditions on the delegation.
(4)The Board may revoke a delegation at any time.
(5)The Board may continue to exercise or perform a power, duty or function which it has delegated.
(6)Anything done under a delegation -
a)has the same effect as if it had been done by the Board; and
b)will not be invalidated by the later lapse, revocation or variation of the delegation.
(7)If the power, duty or function depends on the Board’s opinion or belief, a delegate will exercise or perform it in accordance with his or her or its own opinion or belief.
(8)The Board remains responsible for actions taken under delegation
(9)The Board must ensure a copy of every delegation is retained as part of the records of the Board and available to the Deputy Secretaryon request.
19.Institute Rules
(1)The Board may make Institute Rules on matters within its power and may amend or revoke those Institute Rules.
(2)The Board may amend or revoke any rule or regulation made by its predecessors.
DIVISION 7 – FINANCIAL MANAGEMENT
20.Power and Duties
(1)The Board must not borrow money except at interest or on overdraft on current account at a bank within limits and conditions approved by the Minister.
(2)The Board must not invest money except in investments authorised by the law relating to trustees.
(3)When entering any contract for or authorising expenditure on the supply of goods or services or the carrying out ofworks for the Institution, the Board must apply policies and procedures for the purchase and disposal of goods, works and services consistent with those for the time being applying to theDepartment of Innovation, Industry and Regional Development.
(4)The Board need not comply with sub-clause (3) for the engagement of professional advisors whose charges are normally made at rates fixed and published by statutory bodies or professional associations.
(5)The Board must ensure that adequate records of the tenders sought and received in accordance with sub-clause (3) are retained as part of the records of the Board.
21.Continuous Audit
(1)For the purposes of the continuous audit of the Board’s income and expenditure in accordance with section 3.1.15(3) of the Act, the Board must appoint an independent continuous auditor in accordance with this clause.
(2)The appointment of the auditor must be for the period determined by the Board but must not be for less than two years nor for more than four years.
(3)The Board must give the Deputy Secretaryat least 28 days notice of a proposal to appoint an auditor. The notice must include all relevant details, including the name, address and qualifications of the proposed auditor.
(4)The Board must not appoint a person as auditor unless the person is either -