Regulations and procedures
For the purpose of these Regulations 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.
1 The Board
- The Board operates under the Act.
- The Board consists of nine Board Members, of whom:
- three are appointed by the Visitor (the Bishop of Tasmania)
- five are appointed by The Hutchins School Old Boys’ Association from amongst its members
- one is appointed by the Board of Christ College.
- The Chairman of the Board is to be elected by the full Board and serves for two years and is eligible for re-election at the conclusion of that term for one additional term not exceeding two years.
- A Deputy Chairman of the Board may be elected by the full Board to assume the duties of the Chairman according to these Regulations and Procedures in the absence of the Chairman.
- Each Board Member is appointed for five years, and is eligible to be re-appointed by the relevant appointing body for a further and final period of five years.
- The Headmaster is appointed by the Board under section 43 of the Act and is responsible to the Board for the activities and operations of the School. The Headmaster also is 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 the Deputy Headmaster assumes the duties of the Headmaster as described in these Regulations and Procedures.
- A Chief Operating Officer is to be appointed by the Board.
2 Meetings of the Board
- A quorum for meetings of the Board is five 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 Executive Assistant to the Headmaster 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 Executive Assistant to the Headmaster 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 meeting 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.
- Resolutions of the Board may also be cast by circulatory resolution. Such resolutions will only be effective on the basis that all Board members are signatories to the resolution. The date of adopting circulatory resolutions of the Board shall be the latest date on which a Board member signs the resolution.
- The Board may by resolution establish such 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 three members of the committee, of whom at least two must be Board Members.
- The Chairman may attend any meeting of Board committees and may exercise full voting rights at any such meeting.
- Each committee shall establish at the commencement of each school year, its agenda, terms of reference and procedures for the conduct of meetings.
- 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, are advisory committees to the Board.
A committee does not have the authority to bind the Board, 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 to Board in them were to the committee.
4 Duty statements
The Chairman of the Board
- The Chairman shall chair meetings of the Board and shall sign at each meeting the minutes of the previous meeting as being a true and accurate record of that meeting’s business.
- The Chairman shall 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 shall appoint to the committees of the Board such persons as described in Rule 3.3.
- The Chairman shall function as an adviser and confidant to the Headmaster whilst respecting the Headmaster’s status as chief executive officer of the School.
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 within the Guiding Statements of the School.
- The chair of a committee shall chair meetings of that committee and shall 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 policy. 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.
5 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 meeting minutes.
- Where a conflict of interest or potential conflict of interest is identified and/or recorded, the Board Member concerned shall leave the room when that item comes up for discussion. The Board Member concerned must not vote on that issue, nor initiate or take part in any Board discussion on that topic (either in the meeting or with other Board Members before or after the Board Meetings), unless expressly invited to do so by unanimous agreement by all other Board members present in person or using technology.
- 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 member has a conflict of interest, whether existing or potential, and if the Board cannot resolve this allegation to the satisfaction of both members the matter will be referred to the Chairman.
These Rules and Procedures were adopted as Regulations according to the requirements of the Act.
Changes to take effect April 2011