Regulations and procedures
Effective July 2019
For the purpose of these Rules and Procedures:
- “Act” means the Christ College Act 1926 (Tas);
- “Board” means the Board of The Hutchins School, which is part of the Christ College Trust, as referred to in the Act;
- “Board Member” means a person appointed under section 39 of the Act to be a member of the Board;
- “ex-officio Member” means a person entitled to attend Board or Board Committee meetings by virtue of their official appointments as officers of The Hutchins School;
- “Headmaster” has the same meaning as Headmaster in the Act:
- “the School” means The Hutchins School, Hobart.
- The Board operates under the Act.
- The Board consists of 9 Board Members, of whom:-
- 3 are appointed by the Visitor (the Bishop of Tasmania)
- 5 are appointed by the Hutchins School Old Boys’ Association from amongst its members
- 1 is appointed by the Board of Christ College.
- The Chairman of the Board is to be elected by the full Board and serves for 2 years and is eligible for re-election at the conclusion of that term for 1 additional term not exceeding 2 years.
- A Deputy Chairman of the Board may be elected by the full Board to assume the duties of the Chairman according to these Rules and Procedures in the absence of the Chairman.
- Each Board Member is appointed for 5 years, and is eligible to be re-appointed by the relevant appointing body for a further and final period of 5 years.
- The Headmaster is appointed by the Board under section 43 of the Act, as the Chief Executive Officer. The Headmaster is responsible to the Board for the activities and operations of the School. The Headmaster is also responsible for the implementation of Board decisions and any matter as may be requested by the Chairman from time to time.
- The Deputy Headmaster is to be appointed by the Headmaster and in the Headmaster’s absence, subject to clause 1.8, the Deputy Headmaster assumes the duties of the Headmaster as described in these rules and procedures.
- If the Deputy Headmaster is absent or unavailable or otherwise unable to assume the duties of the Headmaster, for example because of illness or being recently appointed to the Staff at Hutchins, the Board may appoint either the Chairman of the Board or any other person deemed appropriate to assume the duties of the Headmaster for a specified period of time.
- The Chief Operating Officer is to be appointed by the Board.
Meetings of the Board
- A quorum for meetings of the Board is 5 Board Members.
- The Chairman is to chair meetings of the Board. In the absence of the Chairman at a meeting, the meeting is to be chaired by a Board Member appointed by those Board Members present at that meeting.
- The Headmaster is an ex-officio member of the Board and is entitled to attend all meetings of the Board and meetings of its committees but does not have any right to vote at such meetings.
- The Chief Operating Officer is an ex-officio member of the Board and is entitled to attend all meetings of the Board and meetings of its committees but does not have any right to vote at such meetings.
- The Deputy Headmaster may attend Board meetings and meetings of its committees by invitation of the Board but does not have any right to vote at such meetings.
- The Headmaster’s Executive Assistant may act as Minutes Secretary to meetings of the Board and in that capacity only may attend meetings of the Board.
- Minutes and agendas for all Board meetings will be prepared by the Headmaster’s Executive Assistant in conjunction with the Board Chairman, and the Chief Operating Officer and distributed to Board members at least seven days prior to the meeting.
- The Board may by resolution from time to time determine the procedure for the conduct of its meetings.
- The Board may, if it is necessary, meet utilising technology in the form of telephone conferencing, video conferencing or internet-based conferencing facilities. A resolution passed at a meeting using technology is deemed to have been passed at a meeting of the Board held on the day on which and at the time at which it was held in Hobart Tasmania.
- Any Board member present at the commencement of a Board meeting held using technology will form part of the quorum for that meeting.
- The chair of a meeting at which technology is used must remain present at the meeting until all technology facilities are terminated.
- The minutes of a Board meeting held using technology must record the attendance of any member using technology, and the technology used.
- Any resolution of the Board must be decided by a majority of votes of members present in person or using technology, and in the case of an equality of votes, the chair of the meeting has a casting vote in addition to any vote the chair may have had as a Board member, subject to 2.14.
- Resolutions of the Board may also be cast by circulatory resolution. Such resolutions will only be effective if all Board members sign and date a copy of the resolution. The date of adopting circulatory resolutions of the Board shall be the latest date on which a Board member signs a copy of the resolution. For the purposes of this clause, an email response agreeing to the resolution is deemed to be a signature on a copy of the resolution.
- The Board must establish an Executive Committee. The Board may by resolution establish such other committees as it considers necessary for the proper conduct of the activities of the School.
- The Chairman is to appoint a Board Member to chair a committee, and is to appoint a person to be Committee Secretary for each committee.
- The Chairman may appoint to membership of Board committees any Board Member, and also any persons whose expertise and professional experience, as well as commitment to the policies and practices of the School, the Chairman reasonably considers will assist in the operation of the business of the School.
- A quorum for meetings of Board committees is 4, being any 2 members of the Board sitting on the committee and any 2 of the Headmaster, Deputy Headmaster or Chief Operating Officer.
- The Chairman may attend any meeting of Board committees and may exercise full voting rights at any such meeting.
- Each committee shall establish its Terms of Reference and this will be reviewed at the commencement of each school year.
- An agenda for each committee meeting shall be prepared by the Committee Secretary in consultation with the Committee Chairman and forwarded to committee members at least seven days prior to a meeting.
- The Committee Secretary shall prepare minutes which record only formal decisions and resolutions taken by that committee.
- Any committee established by the Board, including the Executive Committee, are advisory committees to the Board. A committee does not have the authority to bind the Board, except the Executive Committee in relation to any matter concerning the operation of the school which requires a decision to be made before a meeting of the Board can reasonably be arranged.
- Any committee established by the Board may meet using technology, and clauses 2.9, 2.10, 2.11, 2.12 and 2.13 apply to those meetings as if the references in them to the Board were references to the committee.
The Chairman of the Board
- The Chairman is to chair meetings of the Board and must sign at each meeting the minutes of the previous meeting as being a true and accurate record of that meeting’s business.
- The Chairman is to appoint Board Members to the position of chairman of each of the Board committees and to any other committee position he considers requires Board representation.
- The Chairman is to appoint to the committees of the Board such persons as described in Rule 3.3.
- The Chairman functions as an adviser and confidant to the Headmaster whilst respecting the Headmaster’s status as Chief Executive Officer of the School.
- The Chairman is to chair meetings of the Executive Committee and also set the agenda for such meetings.
Chair of Committee
- The chair of a committee is responsible to the Board for the conduct of that committee consistent with the Board directives and priorities and aligned to the School’s Guiding Statements and Strategic Plan.
- The chair of a committee is to chair meetings of that committee and must sign at each meeting the minutes of the previous meeting as being a true and accurate record of that meeting’s business.
- The chair of a committee will provide assistance and counsel to the Headmaster and Chief Operating Officer about matters related to the jurisdiction of that committee as requested from time to time.
- The chair of a committee will formally table the minutes of the last meeting of that committee at the next scheduled meeting of the Board and any recommendations made to the Board by that committee.
Chief Operating Officer
- The Chief Operating Officer is responsible to the Board through the Headmaster for the financial operation of the School and the implementation of financial management procedures. The Chief Operating Officer is also responsible to the Board through the Headmaster for the supervision of all agenda and minutes procedures associated with the conduct of business before the Board and its Committees.
Conflict of interest
- Board Members must declare any conflicts of interest either at the start of the Board meeting concerned or when a relevant issue arises. The nature of this conflict of interest should be recorded into the Conflicts Register.
- Where a conflict of interest or potential conflict of interest is identified or recorded, when a relevant matter comes up for discussion the Board, except the Board Member for whom the conflict is recorded, must decide if the conflict is a material conflict. A material conflict is one which a reasonable person might conclude has the potential to influence the vote of the particular Board Member.
- If the Board determines that the conflict is not a material conflict, the Board Member may continue to participate in the meeting concerning the relevant matter.
- If the Board determines that the conflict is a material conflict, the Board Member must refrain from voting on the matter and the Board must then decide whether the Board Member should also:
- Refrain from participating in any discussion on the matter; or
- Withdraw from the Board room during the discussion.
- If a Board Member declares an existing or potential conflict of interest, confidentiality of that declaration will be respected by all Board members and all present at the meeting. If a Board Member alleges that another person has a conflict of interest, whether existing or potential, and if the Board cannot resolve this allegation to the satisfaction of both parties the matter will be referred to the Executive Committee, which will make a recommendation to the Board as to what action will be taken.
- In this regulation: “Gift Fund” has the same meaning given by section 30–130(1) of the Income Tax Assessment Act 1997.
- The Board will establish and maintain for the principal purpose of the School one or more Gift Funds for carrying on its activities.
- The Gift Funds that may be established by the Board include, but are not limited to, the following public funds:
- a school building fund for the acquisition, construction or maintenance of buildings used, or to be used, as part of the School (“The Hutchins School Building Fund”);
- a scholarship fund for scholarships, bursaries and prizes to be awarded on merit or for reasons of equity to students who are Australian citizens or permanent residents who seek to attend the School, or are attending or have attended the School, in order to promote the education of recipients in approved Australian courses (“The Hutchins School Scholarship Fund”);
- a library fund to provide money for the acquisition and maintenance of library resources for the use of the School (“The Hutchins School Library Fund”); and
- a museum and gallery fund for the acquisition and maintenance of art and historical artifacts of value to the School (“The Hutchins School Museum and Gallery Fund”).
- In respect of each Gift Fund established and maintained by the Board:
- the Gift Fund is to be administered by the Board or a committee appointed by the Board for that purpose;
- all donations to the Gift Funds and income accruing on those donations must be credited to the respective Gift Fund;
- the Gift Funds must not receive property or money other than donations;
- donations to the Gift Funds must be kept separate from other money or property held by the School;
- the public is invited to contribute to the Gift Funds; and
- receipts in the name of the relevant Gift Fund must be issued for all donations to the Gift Funds.
- The Board must keep all amounts of money, property and any other asset or benefit that it receives other than amounts described in regulation 6.4 (called “General Money”) separate to the Gift Funds. The Board may apply the General Money for the School purposes as deemed appropriate by the Board, including defraying the costs of the School in relation to or for administering the Gift Funds.
- If a Gift Fund maintained by the Board is wound up or if the endorsement of a Gift Fund as a deductible gift recipient is revoked or lapses, any surplus assets of the Gift Fund remaining after payment of liabilities attributable to it must be transferred to one or more charities:
- with charitable purpose(s) similar to, or inclusive of, the purposes of the School;
- that is or are deductible gift recipients within the meaning of the Income Tax Assessment Act 1997,
These Rules and Procedures were adopted as Regulations according to the requirements of the Act.