Student Council Case Study
What goes into minutes?
The level of detail included in the minutes will vary from company to company. General inclusions would be: Name of the company Nature and type of meeting, e.g. directors’ meetings, committee meeting, etc Place, date and starting time Name of the chair Attendees, either physically or by remote access. Invited guests should be separated from usual attendees. Apologies accepted Presence of a quorum Minutes of the previous meeting Materials distributed before and during the meeting Proceedings of the meeting and resolutions made. To make cross referencing easier, resolutions should be numbered. NB. Listed companies have additional requirements relating to proxy voting (s 251AA). When attendees …show more content…
leave and re-enter the room Abstentions from voting, e.g. due to conflicts of interest Closing time Signature of the chair.
What should not go into minutes?
Remembering that while minutes can be used for a director’s defence in court, poorly taken minutes may also be used against a director by regulators or the opposing party’s lawyers. Matters which should not be included in the minutes are: individual speeches or arguments admissions of liability
Keep to a minimum disclosures of legal advice, which is generally subject to legal professional privilege5. Minutes can briefly state that a matter subject to professional privilege was discussed but should not go into detail
PENRITH CITY COUNCIL
CODE OF MEETING PRACTICE
The Code of Meeting Practice sets out the manner in which meetings of the Council and Committees of Council are to be convened and conducted.
The Code incorporates the requirements of the Local Government Act, 1993 (as amended) and the Local Government (General) Regulation, 2005 with respect to meetings. Changes, which are made to the Act or Regulation, will automatically be incorporated into this Code and such changes will not be advertised.
This Code has been structured to assist the reader to easily understand what is required in the conduct of meetings and can, if required, be used as a reference document for committees and forums associated with Council.
Where sections of the Act and Regulation make reference to other parts of the Act or Regulation the relevant clause in the Code has been substituted and an italic type has been used.
The other sections of the Code, which have been formulated to meet the conditions which are considered appropriate for Penrith City Council, appear in a bold italic type in the Code. Should the Council wish to amend these sections of the Code it will need to be advertised in accordance with the requirements of the Act and public comment sought.
This Code will come into effect after consideration by Council, of comments from the public exhibition process in response to the exhibited draft. The date of adoption of the Code by the Council, will be the effective date from which the Code will come into effect.
Pages in the Code will be dated so that any changes to the Code either by way of legislative amendment or amendment by the Council can be easily identified.
The formal review date for this Code is 3 May 2012, however the Council may decide to review and adopt an amended Code prior to that date to meet changing circumstances as they arise.
Any review will be carried out in accordance with the provisions of the Local Government Act and the Regulations.
Obligation to comply with the privacy principles The privacy principles are defined in the dictionary in schedule 5 of the IP Act as the requirements applying to an entity under chapter 2. The requirements in chapter 2 relevant to local government are:
• to comply with the Information Privacy Principles (IPPs)
• not to transfer personal information out of Australia unless the transfer complies with section 33, and
• to take reasonable steps to make contractors subject to the IP Act where required by chapter 2, part 4.
The privacy principles most relevant to local government meetings, agendas and minutes are the IPPs.
4.2 The IPPs
Sections 18 and 27 of the IP Act require local government to comply with the IPPs. The IPPs are contained in Schedule 3 of the IP Act and set out how agencies are to collect, store, secure, use and disclose personal information.
The IPPs which are the most relevant to meetings, minutes and agendas are:
Local Government Act 2009, section 4(2)(a)
ibid, section 4(2)(e), 12(3)(a)(iii), 13(2)(b)(ii)
Information Privacy Act 2009, section 3(1).
• IPP 1, which only permits personal information to be collected if it is necessary for a lawful purpose directly related to the functions of a local government.
Meetings are an important part of the operations of any effective not-for-profit community organisation. Depending on the size and structure of your community organisation, there are a number of different meetings that may be held including:
• meetings of the organisation's management committee or board;
• meetings of members of your community organisation;
• management meetings;
• an annual general meeting.
There are quite a few legal issues that can arise out of the holding of a meeting! It is important for your organisation to conduct meetings in accordance with the requirements set out in any legislation (for example, incorporated associations must comply with the Associations Incorporation Act 1981 (Vic) and companies limited by guarantee must comply with the Corporations Act 2001 (Cth)). However, for many organisations, much of the detail of the requirements for holding valid meetings will be set out in an organisation's rules or constitution.
The main legal issues that can arise around meetings involve:
• requirements to hold meetings and rights to call a meeting
• proper notice of the meeting (time periods, content of notice)
• quorum (minimum number of people present to make meeting valid)
• adjournments
• voting rights (and proxy rights)
• resolutions
• minutes
In addition to complying with the legal requirements for running a meeting, there are also a number of 'best practice' procedures that can be followed. These are designed to ensure meetings are run efficiently, and in a way that assists the organisation to achieve its objects!
The purpose of your incorporated association and the nature and amount of business it conducts will determine how frequently meetings should be held and who should attend. Your incorporated association is required to meet at least once a year (AGM) and the management committee must meet at least once in every four months (management committee meetings).
Management committee meetings
The management committee should meet as often as necessary to properly manage the affairs of the incorporated association, but it must meet at least once every four months. Management committee meetings must be held according to the rules, at a place and time the committee determines. Additional meetings of the management committee may be convened by any member of the committee.
Notice of a management committee meeting is to be given in the way determined by the committee. In the case of a special management committee meeting, under the model rules 14 days notice must be given. This may be shortened if there is unanimous agreement from the members of the committee before the time appointed for the meeting.
For a committee meeting to take place, a quorum must be present. The rules of your incorporated association should specify the number of committee members that constitutes a quorum. Under the model rules, a simple majority of committee members comprise a quorum for a committee meeting.
The format of the meeting is at the discretion of your incorporated association, however the President is required to chair any committee meeting they attend. If the President cannot attend, any other member can be nominated to chair.
Minutes must be kept of all management committee meetings.
General meetings
General meetings can be held at any time and the frequency will depend on the activities of your incorporated association. General meetings can be called at any time in accordance with the rules.
The model rules allow the Secretary to call a general meeting by giving each member notice of the meeting in accordance with the rules. The Secretary may also call a general meeting after:
• being directed to call the meeting by the management committee
• being given a written request signed by at least a third of management committee members
• being given a written request signed by twice as many ordinary members as the number of members on the management committee, plus one.
The rules of your incorporated association must specify:
• the manner of calling general meetings
• the quorum for general meetings
• the procedure at general meetings
• whether members are entitled to vote by proxy at general meetings and by what method
• the time and the manner in which notices of general meetings are to be given
• the time and the manner in which notices of motions are to be given, published or circulated.
For a general meeting to take place, a quorum must be present. A quorum for a general meeting of an incorporated association is at least the number of management committee members, plus one. However, if all members of your incorporated association are members of the management committee, a quorum is the total number of members, less one.
No business is to be transacted at any meeting unless a quorum is present. The rules of your incorporated association should specify the procedure if a quorum is not present at a meeting.
The format of your incorporated association’s general meetings will vary depending on the type of business that needs to be addressed.
Minutes must be kept of all general meetings.
Annual General Meeting
The AGM is attended by the management committee, members and other invited guests. This meeting is a public statement about your incorporated association’s financial position and the activities and achievements of the previous year. The AGM is an opportunity for your incorporated association to officially elect office bearers and to present audited or verified financial statements to your members.
AGMs must be held within six months after the end of the incorporated association’s financial year.
The rules of your incorporated association must specify the way the meeting is called and the way the notice of the AGM is to be given. Under the model rules, the Secretary must give notice to each member specifying the place, date and time of the meeting and the nature of the business, including the fact that it is the AGM. The notice must be given at least 14 days before the meeting.
Notice of any special resolutions must also be given to members at least 14 days before the AGM. For convenience, the notice of meeting and any notice of special resolutions can be sent to members together.
The rules of your incorporated association must include what business is to be covered at the AGM. Under the model rules, the following business must be conducted:
• receiving the statement of income and expenditure, assets, liabilities and mortgages, charges and securities affecting the property of your incorporated association for the last financial year
• receiving the auditor's or verifier’s report on the financial affairs of the incorporated association for the last financial year
• presenting the audited or verified financial statements to the meeting for adoption
• electing members of the management committee
• appointing an auditor or verifier.
The format of the meeting will be similar to that of a general meeting, however the previous minutes will be from the previous AGM, not the previous general meeting. The minutes kept must state specifically that they are minutes of the AGM.
Minutes must be kept of all Annual General Meetings.
Voting
The Chairperson of any meeting is responsible for supervising and administering the voting. We recommend voting be carried out by show of hands or balloting.
The model rules allow voting in person, by proxy, by attorney or by using any technology that allows the member to hear and take part in discussions as they happen.
The format and process for postal voting is at the discretion of your incorporated association and should be set out in the rules.
Special resolutions
A ‘special resolution’ is a resolution that is passed at a general meeting (including the AGM) of an incorporated association by the votes of 75 per cent of the members who are present and entitled to vote.
Matters that must be decided by special resolution are:
• a change of name for the incorporated association
• a change to the incorporated association’s rules
• the decision to wind up the incorporated association.
Postal voting is not allowed for special resolutions.
Motions
The rules of your incorporated association should set out the manner in which notice of motions is to be given. A member who wishes to bring any business before a general meeting should give notice to the incorporated association as per the rules. Members should ensure that they raise their agenda item in sufficient time for it to be included in the notice calling the next general meeting.
Minutes
Your incorporated association must record minutes at all meetings, including management committee meetings, general meetings and the AGM.
If asked by a member of your incorporated association, the Secretary must within 28 days, make the minute book for a particular general meeting available for inspection by the member at a mutually agreed time and place. The Secretary must also give the member copies of the meeting minutes. Your incorporated association can ask the member to pay the reasonable costs of providing copies of the minutes.
The Secretary is ultimately responsible for ensuring your incorporated association’s minutes are maintained accurately. The minutes of meetings provide a permanent official record of the business transacted. They should form a clear and concise summary of the proceedings of the meeting.
The minutes would normally include:
• details of the day, date and place of the meeting and the time of commencement
• the names of those present and details of any apologies received
• that the Chairperson announced a quorum was present and that the meeting was duly constituted
• a reference to minutes of the previous general meeting and the signing of them as a correct record
• details of every resolution put to members and whether it was passed with the required majority
• details of members voting against a motion or abstaining from voting, if those members request that this be recorded
• details of any appointments made, members elected to office and any leave of absence granted to a member
• details of election of committee members (if applicable)
• overview of discussions concerning decisions made at the meeting
• decisions made at management committee meetings
• the date and time for the next meeting, if this is determined during the meeting
• the time that the meeting closed.
Australian Human Rights Commission Act 1986
Grounds of discrimination
Breaches of human rights by any Commonwealth body or agency and discrimination in employment on the basis of race, colour, sex, religion, political opinion, national extraction, social origin, age, medical record, criminal record, marital status, impairment, disability, nationality, sexual preference, trade union activity.
Areas covered
Commonwealth body or agency; employment and occupation.
Process for decision making
Complaint must be in writing. It is then assessed and if within jurisdiction is investigated. If complaint is not declined, conciliation is attempted. If it cannot be conciliated, the Commission prepares a report to the federal Attorney-General who then tables the report in Parliament.
New South Wales Anti-Discrimination Act 1977 (NSW)
Grounds of unlawful discrimination
Race, (including colour, nationality and national or ethnic origin), sex (including pregnancy), marital status, disability, homosexuality, age (compulsory retirement only), transgender, carer's responsibility.
Other unlawful conduct
Sexual harassment; vilification on the basis of race, homosexuality, transgender and HIV/AIDS status.
Areas covered
Employment; partnerships; trade unions; qualifying bodies; employment agencies; education; access to places and vehicles; provision of goods and services; accommodation; registered clubs.
Process for decision making
Complaint must be in writing to the NSW Anti-Discrimination Board. It is then assessed and if within jurisdiction is investigated and conciliation may be attempted. If unsuccessful, it may be referred to Equal Opportunity Tribunal for hearing and legally enforceable determination.
Codes of ethics prescribe and proscribe specific actions, and many of them attach sanctions to non-compliance. So codes of ethics have a regulatory function, in addition to their educative and cultural integration functions. Often the main regulatory role of a code of ethics is actually played by an associated code of practice. The code of ethics is a basic presentation of principles and ideals; the code of practice is a detailed description of the specific actions that are to be performed and not performed under given conditions, and of the sanctions that attach to non-performance.
Individual members of an organisation or occupation have ethical responsibilities in relation to the behaviour of individuals other than themselves. For example, a practitioner who becomes aware that one of his or her peers is incompetent or engages in serious wrongdoing that is in contravention of regulations or laws, may have an obligation to report the conduct. Certainly, there is an obligation to do something about this situation. This individual obligation (say) to report, exists by virtue of a collective responsibility to ensure that the minimum standards enshrined in the code of ethics are complied with
ETHICS AND CODES OF ETHICS
1.1 Ethics and Morality
Codes of Ethics are concerned with ethics.1 But what is ethics? Ethics or morality is about what actions an individual person or member of an occupation ought to do, and it is about what kind of character an individual person or member of an occupation ought to have. It is also about what features the organisations which employ members of specific occupations ought to have.
Although ethics is concerned with what ought to be done, or not done, it does not embrace the entire sphere of prescribed or proscribed actions. For there are ‘oughts’ other than the ethical or moral ‘ought’. Sometimes we say things like, “You ought to have said ‘Hello’ to Jack”. Here the ‘ought’ is one of etiquette. You ought, because it is rude not to greet people; rude, but not necessarily unethical or immoral.
Ethics is not the same thing as etiquette or manners. So codes of ethics should not address issues of politeness.
We also need to distinguish ethics or morality from aesthetics. Sometimes we say that that painting is good, or that so and so ought not wear green trousers with a blue shirt, or shocking pink suits. Here we have in mind aesthetics; it is not unethical or immoral to dress in these ways.
Ethics is not the same thing
Codes of ethics have typically been much more concerned with actions than with attitudes. That said, the so-called caring occupations, such as child-minders, social workers and nurses, typically mention attitudes, such as caring or being sympathetic. So do some other codes, such as journalists’ codes. They often note the need for sensitivity in, for example, interviewing someone who has recently suffered trauma. Moreover, even the accountants’ codes speak of a duty of care. Doubtless, this duty of care is in large part spelled out in terms of actions. However, it is difficult to conceive of this duty to care as not having at least a partial attitudinal element. A similar point holds for the duty of impartiality.
Principles of Conduct
The following Principles of Conduct shall be observed by all employees:
a) Employees shall perform their official duties with skill, impartiality, professionalism and integrity.
b) Employees shall disclose their private financial and other interests where those interests may, or may appear to conflict with their official duties, and shall take all reasonable steps to prevent such conflict.
c) Employees who are responsible for incurring or authorising expenditure shall exercise due economy and ensure the efficient and economical use of government resources and facilities.
d) Employees shall not take advantage of their official duties, status, powers or authority in order to seek or obtain a benefit for themselves or for any other person or body.
e) Employees shall exercise proper courtesy, consideration and sensitivity and shall act with fairness and equity in all their dealings with members of the public and with other employees.
f) Employees shall not engage in improper conduct, in their official capacity or otherwise, that adversely affects the performance of their duties or brings the public sector into disrepute.
Privacy obligations under the IP Act
4.1 Obligation to comply with the privacy principles The privacy principles are defined in the dictionary in schedule 5 of the IP Act as the requirements applying to an entity under chapter 2. The requirements in chapter 2 relevant to local government are:
• to comply with the Information Privacy Principles (IPPs)
• not to transfer personal information out of Australia unless the transfer complies with section 33, and
• to take reasonable steps to make contractors subject to the IP Act where required by chapter 2, part 4.
The privacy principles most relevant to local government meetings, agendas and minutes are the IPPs.
Explanation of OHS Terms
Health, Safety and Occupational Health and Safety
People often use the term OHS, but what does it actually mean? As with most terminology associated with OHS there is an explicit meaning. Health is the freedom from illness or disease
SafWhat goes into minutes?
The level of detail included in the minutes will vary from company to company. General inclusions would be: Name of the company Nature and type of meeting, e.g. directors’ meetings, committee meeting, etc Place, date and starting time Name of the chair Attendees, either physically or by remote access. Invited guests should be separated from usual attendees. Apologies accepted Presence of a quorum Minutes of the previous meeting Materials distributed before and during the meeting Proceedings of the meeting and resolutions made. To make cross referencing easier, resolutions should be numbered. NB. Listed companies have additional requirements relating to proxy voting (s 251AA). When attendees leave and re-enter the room Abstentions from voting, e.g. due to conflicts of interest Closing time Signature of the chair.
What should not go into minutes?
Remembering that while minutes can be used for a director’s defence in court, poorly taken minutes may also be used against a director by regulators or the opposing party’s lawyers. Matters which should not be included in the minutes are: individual speeches or arguments admissions of liability
Keep to a minimum disclosures of legal advice, which is generally subject to legal professional privilege5. Minutes can briefly state that a matter subject to professional privilege was discussed but should not go into detail
PENRITH CITY COUNCIL
CODE OF MEETING PRACTICE
The Code of Meeting Practice sets out the manner in which meetings of the Council and Committees of Council are to be convened and conducted.
The Code incorporates the requirements of the Local Government Act, 1993 (as amended) and the Local Government (General) Regulation, 2005 with respect to meetings.
Changes, which are made to the Act or Regulation, will automatically be incorporated into this Code and such changes will not be advertised.
This Code has been structured to assist the reader to easily understand what is required in the conduct of meetings and can, if required, be used as a reference document for committees and forums associated with Council.
Where sections of the Act and Regulation make reference to other parts of the Act or Regulation the relevant clause in the Code has been substituted and an italic type has been used.
The other sections of the Code, which have been formulated to meet the conditions which are considered appropriate for Penrith City Council, appear in a bold italic type in the Code. Should the Council wish to amend these sections of the Code it will need to be advertised in accordance with the requirements of the Act and public comment sought.
This Code will come into effect after consideration by Council, of comments from the public exhibition process in response to the exhibited draft. The date of adoption of the Code by the Council, will be the effective date from which the Code will come into
effect.
Pages in the Code will be dated so that any changes to the Code either by way of legislative amendment or amendment by the Council can be easily identified.
The formal review date for this Code is 3 May 2012, however the Council may decide to review and adopt an amended Code prior to that date to meet changing circumstances as they arise.
Any review will be carried out in accordance with the provisions of the Local Government Act and the Regulations.
Obligation to comply with the privacy principles The privacy principles are defined in the dictionary in schedule 5 of the IP Act as the requirements applying to an entity under chapter 2. The requirements in chapter 2 relevant to local government are:
• to comply with the Information Privacy Principles (IPPs)
• not to transfer personal information out of Australia unless the transfer complies with section 33, and
• to take reasonable steps to make contractors subject to the IP Act where required by chapter 2, part 4.
The privacy principles most relevant to local government meetings, agendas and minutes are the IPPs.
4.2 The IPPs
Sections 18 and 27 of the IP Act require local government to comply with the IPPs. The IPPs are contained in Schedule 3 of the IP Act and set out how agencies are to collect, store, secure, use and disclose personal information.
The IPPs which are the most relevant to meetings, minutes and agendas are:
Local Government Act 2009, section 4(2)(a)
ibid, section 4(2)(e), 12(3)(a)(iii), 13(2)(b)(ii)
Information Privacy Act 2009, section 3(1).
• IPP 1, which only permits personal information to be collected if it is necessary for a lawful purpose directly related to the functions of a local government.
Meetings are an important part of the operations of any effective not-for-profit community organisation. Depending on the size and structure of your community organisation, there are a number of different meetings that may be held including:
• meetings of the organisation's management committee or board;
• meetings of members of your community organisation;
• management meetings;
• an annual general meeting.
There are quite a few legal issues that can arise out of the holding of a meeting! It is important for your organisation to conduct meetings in accordance with the requirements set out in any legislation (for example, incorporated associations must comply with the Associations Incorporation Act 1981 (Vic) and companies limited by guarantee must comply with the Corporations Act 2001 (Cth)). However, for many organisations, much of the detail of the requirements for holding valid meetings will be set out in an organisation's rules or constitution.
The main legal issues that can arise around meetings involve:
• requirements to hold meetings and rights to call a meeting
• proper notice of the meeting (time periods, content of notice)
• quorum (minimum number of people present to make meeting valid)
• adjournments
• voting rights (and proxy rights)
• resolutions
• minutes
In addition to complying with the legal requirements for running a meeting, there are also a number of 'best practice' procedures that can be followed. These are designed to ensure meetings are run efficiently, and in a way that assists the organisation to achieve its objects!
The purpose of your incorporated association and the nature and amount of business it conducts will determine how frequently meetings should be held and who should attend. Your incorporated association is required to meet at least once a year (AGM) and the management committee must meet at least once in every four months (management committee meetings).
Management committee meetings
The management committee should meet as often as necessary to properly manage the affairs of the incorporated association, but it must meet at least once every four months. Management committee meetings must be held according to the rules, at a place and time the committee determines. Additional meetings of the management committee may be convened by any member of the committee.
Notice of a management committee meeting is to be given in the way determined by the committee. In the case of a special management committee meeting, under the model rules 14 days notice must be given. This may be shortened if there is unanimous agreement from the members of the committee before the time appointed for the meeting.
For a committee meeting to take place, a quorum must be present. The rules of your incorporated association should specify the number of committee members that constitutes a quorum. Under the model rules, a simple majority of committee members comprise a quorum for a committee meeting.
The format of the meeting is at the discretion of your incorporated association, however the President is required to chair any committee meeting they attend. If the President cannot attend, any other member can be nominated to chair.
Minutes must be kept of all management committee meetings.
General meetings
General meetings can be held at any time and the frequency will depend on the activities of your incorporated association. General meetings can be called at any time in accordance with the rules.
The model rules allow the Secretary to call a general meeting by giving each member notice of the meeting in accordance with the rules. The Secretary may also call a general meeting after:
• being directed to call the meeting by the management committee
• being given a written request signed by at least a third of management committee members
• being given a written request signed by twice as many ordinary members as the number of members on the management committee, plus one.
The rules of your incorporated association must specify:
• the manner of calling general meetings
• the quorum for general meetings
• the procedure at general meetings
• whether members are entitled to vote by proxy at general meetings and by what method
• the time and the manner in which notices of general meetings are to be given
• the time and the manner in which notices of motions are to be given, published or circulated.
For a general meeting to take place, a quorum must be present. A quorum for a general meeting of an incorporated association is at least the number of management committee members, plus one. However, if all members of your incorporated association are members of the management committee, a quorum is the total number of members, less one.
No business is to be transacted at any meeting unless a quorum is present. The rules of your incorporated association should specify the procedure if a quorum is not present at a meeting.
The format of your incorporated association’s general meetings will vary depending on the type of business that needs to be addressed.
Minutes must be kept of all general meetings.
Annual General Meeting
The AGM is attended by the management committee, members and other invited guests. This meeting is a public statement about your incorporated association’s financial position and the activities and achievements of the previous year. The AGM is an opportunity for your incorporated association to officially elect office bearers and to present audited or verified financial statements to your members.
AGMs must be held within six months after the end of the incorporated association’s financial year.
The rules of your incorporated association must specify the way the meeting is called and the way the notice of the AGM is to be given. Under the model rules, the Secretary must give notice to each member specifying the place, date and time of the meeting and the nature of the business, including the fact that it is the AGM. The notice must be given at least 14 days before the meeting.
Notice of any special resolutions must also be given to members at least 14 days before the AGM. For convenience, the notice of meeting and any notice of special resolutions can be sent to members together.
The rules of your incorporated association must include what business is to be covered at the AGM. Under the model rules, the following business must be conducted:
• receiving the statement of income and expenditure, assets, liabilities and mortgages, charges and securities affecting the property of your incorporated association for the last financial year
• receiving the auditor's or verifier’s report on the financial affairs of the incorporated association for the last financial year
• presenting the audited or verified financial statements to the meeting for adoption
• electing members of the management committee
• appointing an auditor or verifier.
The format of the meeting will be similar to that of a general meeting, however the previous minutes will be from the previous AGM, not the previous general meeting. The minutes kept must state specifically that they are minutes of the AGM.
Minutes must be kept of all Annual General Meetings.
Voting
The Chairperson of any meeting is responsible for supervising and administering the voting. We recommend voting be carried out by show of hands or balloting.
The model rules allow voting in person, by proxy, by attorney or by using any technology that allows the member to hear and take part in discussions as they happen.
The format and process for postal voting is at the discretion of your incorporated association and should be set out in the rules.
Special resolutions
A ‘special resolution’ is a resolution that is passed at a general meeting (including the AGM) of an incorporated association by the votes of 75 per cent of the members who are present and entitled to vote.
Matters that must be decided by special resolution are:
• a change of name for the incorporated association
• a change to the incorporated association’s rules
• the decision to wind up the incorporated association.
Postal voting is not allowed for special resolutions.
Motions
The rules of your incorporated association should set out the manner in which notice of motions is to be given. A member who wishes to bring any business before a general meeting should give notice to the incorporated association as per the rules. Members should ensure that they raise their agenda item in sufficient time for it to be included in the notice calling the next general meeting.
Minutes
Your incorporated association must record minutes at all meetings, including management committee meetings, general meetings and the AGM.
If asked by a member of your incorporated association, the Secretary must within 28 days, make the minute book for a particular general meeting available for inspection by the member at a mutually agreed time and place. The Secretary must also give the member copies of the meeting minutes. Your incorporated association can ask the member to pay the reasonable costs of providing copies of the minutes.
The Secretary is ultimately responsible for ensuring your incorporated association’s minutes are maintained accurately. The minutes of meetings provide a permanent official record of the business transacted. They should form a clear and concise summary of the proceedings of the meeting.
The minutes would normally include:
• details of the day, date and place of the meeting and the time of commencement
• the names of those present and details of any apologies received
• that the Chairperson announced a quorum was present and that the meeting was duly constituted
• a reference to minutes of the previous general meeting and the signing of them as a correct record
• details of every resolution put to members and whether it was passed with the required majority
• details of members voting against a motion or abstaining from voting, if those members request that this be recorded
• details of any appointments made, members elected to office and any leave of absence granted to a member
• details of election of committee members (if applicable)
• overview of discussions concerning decisions made at the meeting
• decisions made at management committee meetings
• the date and time for the next meeting, if this is determined during the meeting
• the time that the meeting closed.
Australian Human Rights Commission Act 1986
Grounds of discrimination
Breaches of human rights by any Commonwealth body or agency and discrimination in employment on the basis of race, colour, sex, religion, political opinion, national extraction, social origin, age, medical record, criminal record, marital status, impairment, disability, nationality, sexual preference, trade union activity.
Areas covered
Commonwealth body or agency; employment and occupation.
Process for decision making
Complaint must be in writing. It is then assessed and if within jurisdiction is investigated. If complaint is not declined, conciliation is attempted. If it cannot be conciliated, the Commission prepares a report to the federal Attorney-General who then tables the report in Parliament.
New South Wales Anti-Discrimination Act 1977 (NSW)
Grounds of unlawful discrimination
Race, (including colour, nationality and national or ethnic origin), sex (including pregnancy), marital status, disability, homosexuality, age (compulsory retirement only), transgender, carer's responsibility.
Other unlawful conduct
Sexual harassment; vilification on the basis of race, homosexuality, transgender and HIV/AIDS status.
Areas covered
Employment; partnerships; trade unions; qualifying bodies; employment agencies; education; access to places and vehicles; provision of goods and services; accommodation; registered clubs.
Process for decision making
Complaint must be in writing to the NSW Anti-Discrimination Board. It is then assessed and if within jurisdiction is investigated and conciliation may be attempted. If unsuccessful, it may be referred to Equal Opportunity Tribunal for hearing and legally enforceable determination.
Codes of ethics prescribe and proscribe specific actions, and many of them attach sanctions to non-compliance. So codes of ethics have a regulatory function, in addition to their educative and cultural integration functions. Often the main regulatory role of a code of ethics is actually played by an associated code of practice. The code of ethics is a basic presentation of principles and ideals; the code of practice is a detailed description of the specific actions that are to be performed and not performed under given conditions, and of the sanctions that attach to non-performance.
Individual members of an organisation or occupation have ethical responsibilities in relation to the behaviour of individuals other than themselves. For example, a practitioner who becomes aware that one of his or her peers is incompetent or engages in serious wrongdoing that is in contravention of regulations or laws, may have an obligation to report the conduct. Certainly, there is an obligation to do something about this situation. This individual obligation (say) to report, exists by virtue of a collective responsibility to ensure that the minimum standards enshrined in the code of ethics are complied with
ETHICS AND CODES OF ETHICS
1.1 Ethics and Morality
Codes of Ethics are concerned with ethics.1 But what is ethics? Ethics or morality is about what actions an individual person or member of an occupation ought to do, and it is about what kind of character an individual person or member of an occupation ought to have. It is also about what features the organisations which employ members of specific occupations ought to have.
Although ethics is concerned with what ought to be done, or not done, it does not embrace the entire sphere of prescribed or proscribed actions. For there are ‘oughts’ other than the ethical or moral ‘ought’. Sometimes we say things like, “You ought to have said ‘Hello’ to Jack”. Here the ‘ought’ is one of etiquette. You ought, because it is rude not to greet people; rude, but not necessarily unethical or immoral.
Ethics is not the same thing as etiquette or manners. So codes of ethics should not address issues of politeness.
We also need to distinguish ethics or morality from aesthetics. Sometimes we say that that painting is good, or that so and so ought not wear green trousers with a blue shirt, or shocking pink suits. Here we have in mind aesthetics; it is not unethical or immoral to dress in these ways.
Ethics is not the same thing
Codes of ethics have typically been much more concerned with actions than with attitudes. That said, the so-called caring occupations, such as child-minders, social workers and nurses, typically mention attitudes, such as caring or being sympathetic. So do some other codes, such as journalists’ codes. They often note the need for sensitivity in, for example, interviewing someone who has recently suffered trauma. Moreover, even the accountants’ codes speak of a duty of care. Doubtless, this duty of care is in large part spelled out in terms of actions. However, it is difficult to conceive of this duty to care as not having at least a partial attitudinal element. A similar point holds for the duty of impartiality.
Principles of Conduct
The following Principles of Conduct shall be observed by all employees:
a) Employees shall perform their official duties with skill, impartiality, professionalism and integrity.
b) Employees shall disclose their private financial and other interests where those interests may, or may appear to conflict with their official duties, and shall take all reasonable steps to prevent such conflict.
c) Employees who are responsible for incurring or authorising expenditure shall exercise due economy and ensure the efficient and economical use of government resources and facilities.
d) Employees shall not take advantage of their official duties, status, powers or authority in order to seek or obtain a benefit for themselves or for any other person or body.
e) Employees shall exercise proper courtesy, consideration and sensitivity and shall act with fairness and equity in all their dealings with members of the public and with other employees.
f) Employees shall not engage in improper conduct, in their official capacity or otherwise, that adversely affects the performance of their duties or brings the public sector into disrepute.
PWhat goes into minutes?
The level of detail included in the minutes will vary from company to company. General inclusions would be: Name of the company Nature and type of meeting, e.g. directors’ meetings, committee meeting, etc Place, date and starting time Name of the chair Attendees, either physically or by remote access. Invited guests should be separated from usual attendees. Apologies accepted Presence of a quorum Minutes of the previous meeting Materials distributed before and during the meeting Proceedings of the meeting and resolutions made. To make cross referencing easier, resolutions should be numbered. NB. Listed companies have additional requirements relating to proxy voting (s 251AA). When attendees leave and re-enter the room Abstentions from voting, e.g. due to conflicts of interest Closing time Signature of the chair.
What should not go into minutes?
Remembering that while minutes can be used for a director’s defence in court, poorly taken minutes may also be used against a director by regulators or the opposing party’s lawyers. Matters which should not be included in the minutes are: individual speeches or arguments admissions of liability
Keep to a minimum disclosures of legal advice, which is generally subject to legal professional privilege5. Minutes can briefly state that a matter subject to professional privilege was discussed but should not go into detail
PENRITH CITY COUNCIL
CODE OF MEETING PRACTICE
The Code of Meeting Practice sets out the manner in which meetings of the Council and Committees of Council are to be convened and conducted.
The Code incorporates the requirements of the Local Government Act, 1993 (as amended) and the Local Government (General) Regulation, 2005 with respect to meetings. Changes, which are made to the Act or Regulation, will automatically be incorporated into this Code and such changes will not be advertised.
This Code has been structured to assist the reader to easily understand what is required in the conduct of meetings and can, if required, be used as a reference document for committees and forums associated with Council.
Where sections of the Act and Regulation make reference to other parts of the Act or Regulation the relevant clause in the Code has been substituted and an italic type has been used.
The other sections of the Code, which have been formulated to meet the conditions which are considered appropriate for Penrith City Council, appear in a bold italic type in the Code. Should the Council wish to amend these sections of the Code it will need to be advertised in accordance with the requirements of the Act and public comment sought.
This Code will come into effect after consideration by Council, of comments from the public exhibition process in response to the exhibited draft. The date of adoption of the Code by the Council, will be the effective date from which the Code will come into effect.
Pages in the Code will be dated so that any changes to the Code either by way of legislative amendment or amendment by the Council can be easily identified.
The formal review date for this Code is 3 May 2012, however the Council may decide to review and adopt an amended Code prior to that date to meet changing circumstances as they arise.
Any review will be carried out in accordance with the provisions of the Local Government Act and the Regulations.
Obligation to comply with the privacy principles The privacy principles are defined in the dictionary in schedule 5 of the IP Act as the requirements applying to an entity under chapter 2. The requirements in chapter 2 relevant to local government are:
• to comply with the Information Privacy Principles (IPPs)
• not to transfer personal information out of Australia unless the transfer complies with section 33, and
• to take reasonable steps to make contractors subject to the IP Act where required by chapter 2, part 4.
The privacy principles most relevant to local government meetings, agendas and minutes are the IPPs.
4.2 The IPPs
Sections 18 and 27 of the IP Act require local government to comply with the IPPs. The IPPs are contained in Schedule 3 of the IP Act and set out how agencies are to collect, store, secure, use and disclose personal information.
The IPPs which are the most relevant to meetings, minutes and agendas are:
Local Government Act 2009, section 4(2)(a)
ibid, section 4(2)(e), 12(3)(a)(iii), 13(2)(b)(ii)
Information Privacy Act 2009, section 3(1).
• IPP 1, which only permits personal information to be collected if it is necessary for a lawful purpose directly related to the functions of a local government.
Meetings are an important part of the operations of any effective not-for-profit community organisation. Depending on the size and structure of your community organisation, there are a number of different meetings that may be held including:
• meetings of the organisation's management committee or board;
• meetings of members of your community organisation;
• management meetings;
• an annual general meeting.
There are quite a few legal issues that can arise out of the holding of a meeting! It is important for your organisation to conduct meetings in accordance with the requirements set out in any legislation (for example, incorporated associations must comply with the Associations Incorporation Act 1981 (Vic) and companies limited by guarantee must comply with the Corporations Act 2001 (Cth)). However, for many organisations, much of the detail of the requirements for holding valid meetings will be set out in an organisation's rules or constitution.
The main legal issues that can arise around meetings involve:
• requirements to hold meetings and rights to call a meeting
• proper notice of the meeting (time periods, content of notice)
• quorum (minimum number of people present to make meeting valid)
• adjournments
• voting rights (and proxy rights)
• resolutions
• minutes
In addition to complying with the legal requirements for running a meeting, there are also a number of 'best practice' procedures that can be followed. These are designed to ensure meetings are run efficiently, and in a way that assists the organisation to achieve its objects!
The purpose of your incorporated association and the nature and amount of business it conducts will determine how frequently meetings should be held and who should attend. Your incorporated association is required to meet at least once a year (AGM) and the management committee must meet at least once in every four months (management committee meetings).
Management committee meetings
The management committee should meet as often as necessary to properly manage the affairs of the incorporated association, but it must meet at least once every four months. Management committee meetings must be held according to the rules, at a place and time the committee determines. Additional meetings of the management committee may be convened by any member of the committee.
Notice of a management committee meeting is to be given in the way determined by the committee. In the case of a special management committee meeting, under the model rules 14 days notice must be given. This may be shortened if there is unanimous agreement from the members of the committee before the time appointed for the meeting.
For a committee meeting to take place, a quorum must be present. The rules of your incorporated association should specify the number of committee members that constitutes a quorum. Under the model rules, a simple majority of committee members comprise a quorum for a committee meeting.
The format of the meeting is at the discretion of your incorporated association, however the President is required to chair any committee meeting they attend. If the President cannot attend, any other member can be nominated to chair.
Minutes must be kept of all management committee meetings.
General meetings
General meetings can be held at any time and the frequency will depend on the activities of your incorporated association. General meetings can be called at any time in accordance with the rules.
The model rules allow the Secretary to call a general meeting by giving each member notice of the meeting in accordance with the rules. The Secretary may also call a general meeting after:
• being directed to call the meeting by the management committee
• being given a written request signed by at least a third of management committee members
• being given a written request signed by twice as many ordinary members as the number of members on the management committee, plus one.
The rules of your incorporated association must specify:
• the manner of calling general meetings
• the quorum for general meetings
• the procedure at general meetings
• whether members are entitled to vote by proxy at general meetings and by what method
• the time and the manner in which notices of general meetings are to be given
• the time and the manner in which notices of motions are to be given, published or circulated.
For a general meeting to take place, a quorum must be present. A quorum for a general meeting of an incorporated association is at least the number of management committee members, plus one. However, if all members of your incorporated association are members of the management committee, a quorum is the total number of members, less one.
No business is to be transacted at any meeting unless a quorum is present. The rules of your incorporated association should specify the procedure if a quorum is not present at a meeting.
The format of your incorporated association’s general meetings will vary depending on the type of business that needs to be addressed.
Minutes must be kept of all general meetings.
Annual General Meeting
The AGM is attended by the management committee, members and other invited guests. This meeting is a public statement about your incorporated association’s financial position and the activities and achievements of the previous year. The AGM is an opportunity for your incorporated association to officially elect office bearers and to present audited or verified financial statements to your members.
AGMs must be held within six months after the end of the incorporated association’s financial year.
The rules of your incorporated association must specify the way the meeting is called and the way the notice of the AGM is to be given. Under the model rules, the Secretary must give notice to each member specifying the place, date and time of the meeting and the nature of the business, including the fact that it is the AGM. The notice must be given at least 14 days before the meeting.
Notice of any special resolutions must also be given to members at least 14 days before the AGM. For convenience, the notice of meeting and any notice of special resolutions can be sent to members together.
The rules of your incorporated association must include what business is to be covered at the AGM. Under the model rules, the following business must be conducted:
• receiving the statement of income and expenditure, assets, liabilities and mortgages, charges and securities affecting the property of your incorporated association for the last financial year
• receiving the auditor's or verifier’s report on the financial affairs of the incorporated association for the last financial year
• presenting the audited or verified financial statements to the meeting for adoption
• electing members of the management committee
• appointing an auditor or verifier.
The format of the meeting will be similar to that of a general meeting, however the previous minutes will be from the previous AGM, not the previous general meeting. The minutes kept must state specifically that they are minutes of the AGM.
Minutes must be kept of all Annual General Meetings.
Voting
The Chairperson of any meeting is responsible for supervising and administering the voting. We recommend voting be carried out by show of hands or balloting.
The model rules allow voting in person, by proxy, by attorney or by using any technology that allows the member to hear and take part in discussions as they happen.
The format and process for postal voting is at the discretion of your incorporated association and should be set out in the rules.
Special resolutions
A ‘special resolution’ is a resolution that is passed at a general meeting (including the AGM) of an incorporated association by the votes of 75 per cent of the members who are present and entitled to vote.
Matters that must be decided by special resolution are:
• a change of name for the incorporated association
• a change to the incorporated association’s rules
• the decision to wind up the incorporated association.
Postal voting is not allowed for special resolutions.
Motions
The rules of your incorporated association should set out the manner in which notice of motions is to be given. A member who wishes to bring any business before a general meeting should give notice to the incorporated association as per the rules. Members should ensure that they raise their agenda item in sufficient time for it to be included in the notice calling the next general meeting.
Minutes
Your incorporated association must record minutes at all meetings, including management committee meetings, general meetings and the AGM.
If asked by a member of your incorporated association, the Secretary must within 28 days, make the minute book for a particular general meeting available for inspection by the member at a mutually agreed time and place. The Secretary must also give the member copies of the meeting minutes. Your incorporated association can ask the member to pay the reasonable costs of providing copies of the minutes.
The Secretary is ultimately responsible for ensuring your incorporated association’s minutes are maintained accurately. The minutes of meetings provide a permanent official record of the business transacted. They should form a clear and concise summary of the proceedings of the meeting.
The minutes would normally include:
• details of the day, date and place of the meeting and the time of commencement
• the names of those present and details of any apologies received
• that the Chairperson announced a quorum was present and that the meeting was duly constituted
• a reference to minutes of the previous general meeting and the signing of them as a correct record
• details of every resolution put to members and whether it was passed with the required majority
• details of members voting against a motion or abstaining from voting, if those members request that this be recorded
• details of any appointments made, members elected to office and any leave of absence granted to a member
• details of election of committee members (if applicable)
• overview of discussions concerning decisions made at the meeting
• decisions made at management committee meetings
• the date and time for the next meeting, if this is determined during the meeting
• the time that the meeting closed.
Australian Human Rights Commission Act 1986
Grounds of discrimination
Breaches of human rights by any Commonwealth body or agency and discrimination in employment on the basis of race, colour, sex, religion, political opinion, national extraction, social origin, age, medical record, criminal record, marital status, impairment, disability, nationality, sexual preference, trade union activity.
Areas covered
Commonwealth body or agency; employment and occupation.
Process for decision making
Complaint must be in writing. It is then assessed and if within jurisdiction is investigated. If complaint is not declined, conciliation is attempted. If it cannot be conciliated, the Commission prepares a report to the federal Attorney-General who then tables the report in Parliament.
New South Wales Anti-Discrimination Act 1977 (NSW)
Grounds of unlawful discrimination
Race, (including colour, nationality and national or ethnic origin), sex (including pregnancy), marital status, disability, homosexuality, age (compulsory retirement only), transgender, carer's responsibility.
Other unlawful conduct
Sexual harassment; vilification on the basis of race, homosexuality, transgender and HIV/AIDS status.
Areas covered
Employment; partnerships; trade unions; qualifying bodies; employment agencies; education; access to places and vehicles; provision of goods and services; accommodation; registered clubs.
Process for decision making
Complaint must be in writing to the NSW Anti-Discrimination Board. It is then assessed and if within jurisdiction is investigated and conciliation may be attempted. If unsuccessful, it may be referred to Equal Opportunity Tribunal for hearing and legally enforceable determination.
Codes of ethics prescribe and proscribe specific actions, and many of them attach sanctions to non-compliance. So codes of ethics have a regulatory function, in addition to their educative and cultural integration functions. Often the main regulatory role of a code of ethics is actually played by an associated code of practice. The code of ethics is a basic presentation of principles and ideals; the code of practice is a detailed description of the specific actions that are to be performed and not performed under given conditions, and of the sanctions that attach to non-performance.
Individual members of an organisation or occupation have ethical responsibilities in relation to the behaviour of individuals other than themselves. For example, a practitioner who becomes aware that one of his or her peers is incompetent or engages in serious wrongdoing that is in contravention of regulations or laws, may have an obligation to report the conduct. Certainly, there is an obligation to do something about this situation. This individual obligation (say) to report, exists by virtue of a collective responsibility to ensure that the minimum standards enshrined in the code of ethics are complied with
ETHICS AND CODES OF ETHICS
1.1 Ethics and Morality
Codes of Ethics are concerned with ethics.1 But what is ethics? Ethics or morality is about what actions an individual person or member of an occupation ought to do, and it is about what kind of character an individual person or member of an occupation ought to have. It is also about what features the organisations which employ members of specific occupations ought to have.
Although ethics is concerned with what ought to be done, or not done, it does not embrace the entire sphere of prescribed or proscribed actions. For there are ‘oughts’ other than the ethical or moral ‘ought’. Sometimes we say things like, “You ought to have said ‘Hello’ to Jack”. Here the ‘ought’ is one of etiquette. You ought, because it is rude not to greet people; rude, but not necessarily unethical or immoral.
Ethics is not the same thing as etiquette or manners. So codes of ethics should not address issues of politeness.
We also need to distinguish ethics or morality from aesthetics. Sometimes we say that that painting is good, or that so and so ought not wear green trousers with a blue shirt, or shocking pink suits. Here we have in mind aesthetics; it is not unethical or immoral to dress in these ways.
Ethics is not the same thing
Codes of ethics have typically been much more concerned with actions than with attitudes. That said, the so-called caring occupations, such as child-minders, social workers and nurses, typically mention attitudes, such as caring or being sympathetic. So do some other codes, such as journalists’ codes. They often note the need for sensitivity in, for example, interviewing someone who has recently suffered trauma. Moreover, even the accountants’ codes speak of a duty of care. Doubtless, this duty of care is in large part spelled out in terms of actions. However, it is difficult to conceive of this duty to care as not having at least a partial attitudinal element. A similar point holds for the duty of impartiality.
Principles of Conduct
The following Principles of Conduct shall be observed by all employees:
a) Employees shall perform their official duties with skill, impartiality, professionalism and integrity.
b) Employees shall disclose their private financial and other interests where those interests may, or may appear to conflict with their official duties, and shall take all reasonable steps to prevent such conflict.
c) Employees who are responsible for incurring or authorising expenditure shall exercise due economy and ensure the efficient and economical use of government resources and facilities.
d) Employees shall not take advantage of their official duties, status, powers or authority in order to seek or obtain a benefit for themselves or for any other person or body.
e) Employees shall exercise proper courtesy, consideration and sensitivity and shall act with fairness and equity in all their dealings with members of the public and with other employees.
f) Employees shall not engage in improper conduct, in their official capacity or otherwise, that adversely affects the performance of their duties or brings the public sector into disrepute.
Privacy obligations under the IP Act
4.1 Obligation to comply with the privacy principles The privacy principles are defined in the dictionary in schedule 5 of the IP Act as the requirements applying to an entity under chapter 2. The requirements in chapter 2 relevant to local government are:
• to comply with the Information Privacy Principles (IPPs)
• not to transfer personal information out of Australia unless the transfer complies with section 33, and
• to take reasonable steps to make contractors subject to the IP Act where required by chapter 2, part 4.
The privacy principles most relevant to local government meetings, agendas and minutes are the IPPs.
Explanation of OHS Terms
Health, Safety and Occupational Health and Safety
People often use the term OHS, but what does it actually mean? As with most terminology associated with OHS there is an explicit meaning. Health is the freedom from illness or disease
Safety is the freedom from danger of injury
Occupational Health and Safety is the freedom from illness, disease and injury in the workplace.
rivacy obligations under the IP Act
4.1 Obligation to comply with the privacy principles The privacy principles are defined in the dictionary in schedule 5 of the IP Act as the requirements applying to an entity under chapter 2. The requirements in chapter 2 relevant to local government are:
• to comply with the Information Privacy Principles (IPPs)
• not to transfer personal information out of Australia unless the transfer complies with section 33, and
• to take reasonable steps to make contractors subject to the IP Act where required by chapter 2, part 4.
The privacy principles most relevant to local government meetings, agendas and minutes are the IPPs.
Explanation of OHS Terms
Health, Safety and Occupational Health and Safety
People often use the term OHS, but what does it actually mean? As with most terminology associated with OHS there is an explicit meaning. Health is the freedom from illness or disease
Safety is the freedom from danger of injury
Occupational Health and Safety is the freedom from illness, disease and injury in the workplace.
ety is the freedom from danger of injury
Occupational Health and Safety is the freedom from illness, disease and injury in the workplace.
The level of detail included in the minutes will vary from company to company. General inclusions would be: Name of the company Nature and type of meeting, e.g. directors’ meetings, committee meeting, etc Place, date and starting time Name of the chair Attendees, either physically or by remote access. Invited guests should be separated from usual attendees. Apologies accepted Presence of a quorum Minutes of the previous meeting Materials distributed before and during the meeting Proceedings of the meeting and resolutions made. To make cross referencing easier, resolutions should be numbered. NB. Listed companies have additional requirements relating to proxy voting (s 251AA). When attendees …show more content…
leave and re-enter the room Abstentions from voting, e.g. due to conflicts of interest Closing time Signature of the chair.
What should not go into minutes?
Remembering that while minutes can be used for a director’s defence in court, poorly taken minutes may also be used against a director by regulators or the opposing party’s lawyers. Matters which should not be included in the minutes are: individual speeches or arguments admissions of liability
Keep to a minimum disclosures of legal advice, which is generally subject to legal professional privilege5. Minutes can briefly state that a matter subject to professional privilege was discussed but should not go into detail
PENRITH CITY COUNCIL
CODE OF MEETING PRACTICE
The Code of Meeting Practice sets out the manner in which meetings of the Council and Committees of Council are to be convened and conducted.
The Code incorporates the requirements of the Local Government Act, 1993 (as amended) and the Local Government (General) Regulation, 2005 with respect to meetings. Changes, which are made to the Act or Regulation, will automatically be incorporated into this Code and such changes will not be advertised.
This Code has been structured to assist the reader to easily understand what is required in the conduct of meetings and can, if required, be used as a reference document for committees and forums associated with Council.
Where sections of the Act and Regulation make reference to other parts of the Act or Regulation the relevant clause in the Code has been substituted and an italic type has been used.
The other sections of the Code, which have been formulated to meet the conditions which are considered appropriate for Penrith City Council, appear in a bold italic type in the Code. Should the Council wish to amend these sections of the Code it will need to be advertised in accordance with the requirements of the Act and public comment sought.
This Code will come into effect after consideration by Council, of comments from the public exhibition process in response to the exhibited draft. The date of adoption of the Code by the Council, will be the effective date from which the Code will come into effect.
Pages in the Code will be dated so that any changes to the Code either by way of legislative amendment or amendment by the Council can be easily identified.
The formal review date for this Code is 3 May 2012, however the Council may decide to review and adopt an amended Code prior to that date to meet changing circumstances as they arise.
Any review will be carried out in accordance with the provisions of the Local Government Act and the Regulations.
Obligation to comply with the privacy principles The privacy principles are defined in the dictionary in schedule 5 of the IP Act as the requirements applying to an entity under chapter 2. The requirements in chapter 2 relevant to local government are:
• to comply with the Information Privacy Principles (IPPs)
• not to transfer personal information out of Australia unless the transfer complies with section 33, and
• to take reasonable steps to make contractors subject to the IP Act where required by chapter 2, part 4.
The privacy principles most relevant to local government meetings, agendas and minutes are the IPPs.
4.2 The IPPs
Sections 18 and 27 of the IP Act require local government to comply with the IPPs. The IPPs are contained in Schedule 3 of the IP Act and set out how agencies are to collect, store, secure, use and disclose personal information.
The IPPs which are the most relevant to meetings, minutes and agendas are:
Local Government Act 2009, section 4(2)(a)
ibid, section 4(2)(e), 12(3)(a)(iii), 13(2)(b)(ii)
Information Privacy Act 2009, section 3(1).
• IPP 1, which only permits personal information to be collected if it is necessary for a lawful purpose directly related to the functions of a local government.
Meetings are an important part of the operations of any effective not-for-profit community organisation. Depending on the size and structure of your community organisation, there are a number of different meetings that may be held including:
• meetings of the organisation's management committee or board;
• meetings of members of your community organisation;
• management meetings;
• an annual general meeting.
There are quite a few legal issues that can arise out of the holding of a meeting! It is important for your organisation to conduct meetings in accordance with the requirements set out in any legislation (for example, incorporated associations must comply with the Associations Incorporation Act 1981 (Vic) and companies limited by guarantee must comply with the Corporations Act 2001 (Cth)). However, for many organisations, much of the detail of the requirements for holding valid meetings will be set out in an organisation's rules or constitution.
The main legal issues that can arise around meetings involve:
• requirements to hold meetings and rights to call a meeting
• proper notice of the meeting (time periods, content of notice)
• quorum (minimum number of people present to make meeting valid)
• adjournments
• voting rights (and proxy rights)
• resolutions
• minutes
In addition to complying with the legal requirements for running a meeting, there are also a number of 'best practice' procedures that can be followed. These are designed to ensure meetings are run efficiently, and in a way that assists the organisation to achieve its objects!
The purpose of your incorporated association and the nature and amount of business it conducts will determine how frequently meetings should be held and who should attend. Your incorporated association is required to meet at least once a year (AGM) and the management committee must meet at least once in every four months (management committee meetings).
Management committee meetings
The management committee should meet as often as necessary to properly manage the affairs of the incorporated association, but it must meet at least once every four months. Management committee meetings must be held according to the rules, at a place and time the committee determines. Additional meetings of the management committee may be convened by any member of the committee.
Notice of a management committee meeting is to be given in the way determined by the committee. In the case of a special management committee meeting, under the model rules 14 days notice must be given. This may be shortened if there is unanimous agreement from the members of the committee before the time appointed for the meeting.
For a committee meeting to take place, a quorum must be present. The rules of your incorporated association should specify the number of committee members that constitutes a quorum. Under the model rules, a simple majority of committee members comprise a quorum for a committee meeting.
The format of the meeting is at the discretion of your incorporated association, however the President is required to chair any committee meeting they attend. If the President cannot attend, any other member can be nominated to chair.
Minutes must be kept of all management committee meetings.
General meetings
General meetings can be held at any time and the frequency will depend on the activities of your incorporated association. General meetings can be called at any time in accordance with the rules.
The model rules allow the Secretary to call a general meeting by giving each member notice of the meeting in accordance with the rules. The Secretary may also call a general meeting after:
• being directed to call the meeting by the management committee
• being given a written request signed by at least a third of management committee members
• being given a written request signed by twice as many ordinary members as the number of members on the management committee, plus one.
The rules of your incorporated association must specify:
• the manner of calling general meetings
• the quorum for general meetings
• the procedure at general meetings
• whether members are entitled to vote by proxy at general meetings and by what method
• the time and the manner in which notices of general meetings are to be given
• the time and the manner in which notices of motions are to be given, published or circulated.
For a general meeting to take place, a quorum must be present. A quorum for a general meeting of an incorporated association is at least the number of management committee members, plus one. However, if all members of your incorporated association are members of the management committee, a quorum is the total number of members, less one.
No business is to be transacted at any meeting unless a quorum is present. The rules of your incorporated association should specify the procedure if a quorum is not present at a meeting.
The format of your incorporated association’s general meetings will vary depending on the type of business that needs to be addressed.
Minutes must be kept of all general meetings.
Annual General Meeting
The AGM is attended by the management committee, members and other invited guests. This meeting is a public statement about your incorporated association’s financial position and the activities and achievements of the previous year. The AGM is an opportunity for your incorporated association to officially elect office bearers and to present audited or verified financial statements to your members.
AGMs must be held within six months after the end of the incorporated association’s financial year.
The rules of your incorporated association must specify the way the meeting is called and the way the notice of the AGM is to be given. Under the model rules, the Secretary must give notice to each member specifying the place, date and time of the meeting and the nature of the business, including the fact that it is the AGM. The notice must be given at least 14 days before the meeting.
Notice of any special resolutions must also be given to members at least 14 days before the AGM. For convenience, the notice of meeting and any notice of special resolutions can be sent to members together.
The rules of your incorporated association must include what business is to be covered at the AGM. Under the model rules, the following business must be conducted:
• receiving the statement of income and expenditure, assets, liabilities and mortgages, charges and securities affecting the property of your incorporated association for the last financial year
• receiving the auditor's or verifier’s report on the financial affairs of the incorporated association for the last financial year
• presenting the audited or verified financial statements to the meeting for adoption
• electing members of the management committee
• appointing an auditor or verifier.
The format of the meeting will be similar to that of a general meeting, however the previous minutes will be from the previous AGM, not the previous general meeting. The minutes kept must state specifically that they are minutes of the AGM.
Minutes must be kept of all Annual General Meetings.
Voting
The Chairperson of any meeting is responsible for supervising and administering the voting. We recommend voting be carried out by show of hands or balloting.
The model rules allow voting in person, by proxy, by attorney or by using any technology that allows the member to hear and take part in discussions as they happen.
The format and process for postal voting is at the discretion of your incorporated association and should be set out in the rules.
Special resolutions
A ‘special resolution’ is a resolution that is passed at a general meeting (including the AGM) of an incorporated association by the votes of 75 per cent of the members who are present and entitled to vote.
Matters that must be decided by special resolution are:
• a change of name for the incorporated association
• a change to the incorporated association’s rules
• the decision to wind up the incorporated association.
Postal voting is not allowed for special resolutions.
Motions
The rules of your incorporated association should set out the manner in which notice of motions is to be given. A member who wishes to bring any business before a general meeting should give notice to the incorporated association as per the rules. Members should ensure that they raise their agenda item in sufficient time for it to be included in the notice calling the next general meeting.
Minutes
Your incorporated association must record minutes at all meetings, including management committee meetings, general meetings and the AGM.
If asked by a member of your incorporated association, the Secretary must within 28 days, make the minute book for a particular general meeting available for inspection by the member at a mutually agreed time and place. The Secretary must also give the member copies of the meeting minutes. Your incorporated association can ask the member to pay the reasonable costs of providing copies of the minutes.
The Secretary is ultimately responsible for ensuring your incorporated association’s minutes are maintained accurately. The minutes of meetings provide a permanent official record of the business transacted. They should form a clear and concise summary of the proceedings of the meeting.
The minutes would normally include:
• details of the day, date and place of the meeting and the time of commencement
• the names of those present and details of any apologies received
• that the Chairperson announced a quorum was present and that the meeting was duly constituted
• a reference to minutes of the previous general meeting and the signing of them as a correct record
• details of every resolution put to members and whether it was passed with the required majority
• details of members voting against a motion or abstaining from voting, if those members request that this be recorded
• details of any appointments made, members elected to office and any leave of absence granted to a member
• details of election of committee members (if applicable)
• overview of discussions concerning decisions made at the meeting
• decisions made at management committee meetings
• the date and time for the next meeting, if this is determined during the meeting
• the time that the meeting closed.
Australian Human Rights Commission Act 1986
Grounds of discrimination
Breaches of human rights by any Commonwealth body or agency and discrimination in employment on the basis of race, colour, sex, religion, political opinion, national extraction, social origin, age, medical record, criminal record, marital status, impairment, disability, nationality, sexual preference, trade union activity.
Areas covered
Commonwealth body or agency; employment and occupation.
Process for decision making
Complaint must be in writing. It is then assessed and if within jurisdiction is investigated. If complaint is not declined, conciliation is attempted. If it cannot be conciliated, the Commission prepares a report to the federal Attorney-General who then tables the report in Parliament.
New South Wales Anti-Discrimination Act 1977 (NSW)
Grounds of unlawful discrimination
Race, (including colour, nationality and national or ethnic origin), sex (including pregnancy), marital status, disability, homosexuality, age (compulsory retirement only), transgender, carer's responsibility.
Other unlawful conduct
Sexual harassment; vilification on the basis of race, homosexuality, transgender and HIV/AIDS status.
Areas covered
Employment; partnerships; trade unions; qualifying bodies; employment agencies; education; access to places and vehicles; provision of goods and services; accommodation; registered clubs.
Process for decision making
Complaint must be in writing to the NSW Anti-Discrimination Board. It is then assessed and if within jurisdiction is investigated and conciliation may be attempted. If unsuccessful, it may be referred to Equal Opportunity Tribunal for hearing and legally enforceable determination.
Codes of ethics prescribe and proscribe specific actions, and many of them attach sanctions to non-compliance. So codes of ethics have a regulatory function, in addition to their educative and cultural integration functions. Often the main regulatory role of a code of ethics is actually played by an associated code of practice. The code of ethics is a basic presentation of principles and ideals; the code of practice is a detailed description of the specific actions that are to be performed and not performed under given conditions, and of the sanctions that attach to non-performance.
Individual members of an organisation or occupation have ethical responsibilities in relation to the behaviour of individuals other than themselves. For example, a practitioner who becomes aware that one of his or her peers is incompetent or engages in serious wrongdoing that is in contravention of regulations or laws, may have an obligation to report the conduct. Certainly, there is an obligation to do something about this situation. This individual obligation (say) to report, exists by virtue of a collective responsibility to ensure that the minimum standards enshrined in the code of ethics are complied with
ETHICS AND CODES OF ETHICS
1.1 Ethics and Morality
Codes of Ethics are concerned with ethics.1 But what is ethics? Ethics or morality is about what actions an individual person or member of an occupation ought to do, and it is about what kind of character an individual person or member of an occupation ought to have. It is also about what features the organisations which employ members of specific occupations ought to have.
Although ethics is concerned with what ought to be done, or not done, it does not embrace the entire sphere of prescribed or proscribed actions. For there are ‘oughts’ other than the ethical or moral ‘ought’. Sometimes we say things like, “You ought to have said ‘Hello’ to Jack”. Here the ‘ought’ is one of etiquette. You ought, because it is rude not to greet people; rude, but not necessarily unethical or immoral.
Ethics is not the same thing as etiquette or manners. So codes of ethics should not address issues of politeness.
We also need to distinguish ethics or morality from aesthetics. Sometimes we say that that painting is good, or that so and so ought not wear green trousers with a blue shirt, or shocking pink suits. Here we have in mind aesthetics; it is not unethical or immoral to dress in these ways.
Ethics is not the same thing
Codes of ethics have typically been much more concerned with actions than with attitudes. That said, the so-called caring occupations, such as child-minders, social workers and nurses, typically mention attitudes, such as caring or being sympathetic. So do some other codes, such as journalists’ codes. They often note the need for sensitivity in, for example, interviewing someone who has recently suffered trauma. Moreover, even the accountants’ codes speak of a duty of care. Doubtless, this duty of care is in large part spelled out in terms of actions. However, it is difficult to conceive of this duty to care as not having at least a partial attitudinal element. A similar point holds for the duty of impartiality.
Principles of Conduct
The following Principles of Conduct shall be observed by all employees:
a) Employees shall perform their official duties with skill, impartiality, professionalism and integrity.
b) Employees shall disclose their private financial and other interests where those interests may, or may appear to conflict with their official duties, and shall take all reasonable steps to prevent such conflict.
c) Employees who are responsible for incurring or authorising expenditure shall exercise due economy and ensure the efficient and economical use of government resources and facilities.
d) Employees shall not take advantage of their official duties, status, powers or authority in order to seek or obtain a benefit for themselves or for any other person or body.
e) Employees shall exercise proper courtesy, consideration and sensitivity and shall act with fairness and equity in all their dealings with members of the public and with other employees.
f) Employees shall not engage in improper conduct, in their official capacity or otherwise, that adversely affects the performance of their duties or brings the public sector into disrepute.
Privacy obligations under the IP Act
4.1 Obligation to comply with the privacy principles The privacy principles are defined in the dictionary in schedule 5 of the IP Act as the requirements applying to an entity under chapter 2. The requirements in chapter 2 relevant to local government are:
• to comply with the Information Privacy Principles (IPPs)
• not to transfer personal information out of Australia unless the transfer complies with section 33, and
• to take reasonable steps to make contractors subject to the IP Act where required by chapter 2, part 4.
The privacy principles most relevant to local government meetings, agendas and minutes are the IPPs.
Explanation of OHS Terms
Health, Safety and Occupational Health and Safety
People often use the term OHS, but what does it actually mean? As with most terminology associated with OHS there is an explicit meaning. Health is the freedom from illness or disease
SafWhat goes into minutes?
The level of detail included in the minutes will vary from company to company. General inclusions would be: Name of the company Nature and type of meeting, e.g. directors’ meetings, committee meeting, etc Place, date and starting time Name of the chair Attendees, either physically or by remote access. Invited guests should be separated from usual attendees. Apologies accepted Presence of a quorum Minutes of the previous meeting Materials distributed before and during the meeting Proceedings of the meeting and resolutions made. To make cross referencing easier, resolutions should be numbered. NB. Listed companies have additional requirements relating to proxy voting (s 251AA). When attendees leave and re-enter the room Abstentions from voting, e.g. due to conflicts of interest Closing time Signature of the chair.
What should not go into minutes?
Remembering that while minutes can be used for a director’s defence in court, poorly taken minutes may also be used against a director by regulators or the opposing party’s lawyers. Matters which should not be included in the minutes are: individual speeches or arguments admissions of liability
Keep to a minimum disclosures of legal advice, which is generally subject to legal professional privilege5. Minutes can briefly state that a matter subject to professional privilege was discussed but should not go into detail
PENRITH CITY COUNCIL
CODE OF MEETING PRACTICE
The Code of Meeting Practice sets out the manner in which meetings of the Council and Committees of Council are to be convened and conducted.
The Code incorporates the requirements of the Local Government Act, 1993 (as amended) and the Local Government (General) Regulation, 2005 with respect to meetings.
Changes, which are made to the Act or Regulation, will automatically be incorporated into this Code and such changes will not be advertised.
This Code has been structured to assist the reader to easily understand what is required in the conduct of meetings and can, if required, be used as a reference document for committees and forums associated with Council.
Where sections of the Act and Regulation make reference to other parts of the Act or Regulation the relevant clause in the Code has been substituted and an italic type has been used.
The other sections of the Code, which have been formulated to meet the conditions which are considered appropriate for Penrith City Council, appear in a bold italic type in the Code. Should the Council wish to amend these sections of the Code it will need to be advertised in accordance with the requirements of the Act and public comment sought.
This Code will come into effect after consideration by Council, of comments from the public exhibition process in response to the exhibited draft. The date of adoption of the Code by the Council, will be the effective date from which the Code will come into
effect.
Pages in the Code will be dated so that any changes to the Code either by way of legislative amendment or amendment by the Council can be easily identified.
The formal review date for this Code is 3 May 2012, however the Council may decide to review and adopt an amended Code prior to that date to meet changing circumstances as they arise.
Any review will be carried out in accordance with the provisions of the Local Government Act and the Regulations.
Obligation to comply with the privacy principles The privacy principles are defined in the dictionary in schedule 5 of the IP Act as the requirements applying to an entity under chapter 2. The requirements in chapter 2 relevant to local government are:
• to comply with the Information Privacy Principles (IPPs)
• not to transfer personal information out of Australia unless the transfer complies with section 33, and
• to take reasonable steps to make contractors subject to the IP Act where required by chapter 2, part 4.
The privacy principles most relevant to local government meetings, agendas and minutes are the IPPs.
4.2 The IPPs
Sections 18 and 27 of the IP Act require local government to comply with the IPPs. The IPPs are contained in Schedule 3 of the IP Act and set out how agencies are to collect, store, secure, use and disclose personal information.
The IPPs which are the most relevant to meetings, minutes and agendas are:
Local Government Act 2009, section 4(2)(a)
ibid, section 4(2)(e), 12(3)(a)(iii), 13(2)(b)(ii)
Information Privacy Act 2009, section 3(1).
• IPP 1, which only permits personal information to be collected if it is necessary for a lawful purpose directly related to the functions of a local government.
Meetings are an important part of the operations of any effective not-for-profit community organisation. Depending on the size and structure of your community organisation, there are a number of different meetings that may be held including:
• meetings of the organisation's management committee or board;
• meetings of members of your community organisation;
• management meetings;
• an annual general meeting.
There are quite a few legal issues that can arise out of the holding of a meeting! It is important for your organisation to conduct meetings in accordance with the requirements set out in any legislation (for example, incorporated associations must comply with the Associations Incorporation Act 1981 (Vic) and companies limited by guarantee must comply with the Corporations Act 2001 (Cth)). However, for many organisations, much of the detail of the requirements for holding valid meetings will be set out in an organisation's rules or constitution.
The main legal issues that can arise around meetings involve:
• requirements to hold meetings and rights to call a meeting
• proper notice of the meeting (time periods, content of notice)
• quorum (minimum number of people present to make meeting valid)
• adjournments
• voting rights (and proxy rights)
• resolutions
• minutes
In addition to complying with the legal requirements for running a meeting, there are also a number of 'best practice' procedures that can be followed. These are designed to ensure meetings are run efficiently, and in a way that assists the organisation to achieve its objects!
The purpose of your incorporated association and the nature and amount of business it conducts will determine how frequently meetings should be held and who should attend. Your incorporated association is required to meet at least once a year (AGM) and the management committee must meet at least once in every four months (management committee meetings).
Management committee meetings
The management committee should meet as often as necessary to properly manage the affairs of the incorporated association, but it must meet at least once every four months. Management committee meetings must be held according to the rules, at a place and time the committee determines. Additional meetings of the management committee may be convened by any member of the committee.
Notice of a management committee meeting is to be given in the way determined by the committee. In the case of a special management committee meeting, under the model rules 14 days notice must be given. This may be shortened if there is unanimous agreement from the members of the committee before the time appointed for the meeting.
For a committee meeting to take place, a quorum must be present. The rules of your incorporated association should specify the number of committee members that constitutes a quorum. Under the model rules, a simple majority of committee members comprise a quorum for a committee meeting.
The format of the meeting is at the discretion of your incorporated association, however the President is required to chair any committee meeting they attend. If the President cannot attend, any other member can be nominated to chair.
Minutes must be kept of all management committee meetings.
General meetings
General meetings can be held at any time and the frequency will depend on the activities of your incorporated association. General meetings can be called at any time in accordance with the rules.
The model rules allow the Secretary to call a general meeting by giving each member notice of the meeting in accordance with the rules. The Secretary may also call a general meeting after:
• being directed to call the meeting by the management committee
• being given a written request signed by at least a third of management committee members
• being given a written request signed by twice as many ordinary members as the number of members on the management committee, plus one.
The rules of your incorporated association must specify:
• the manner of calling general meetings
• the quorum for general meetings
• the procedure at general meetings
• whether members are entitled to vote by proxy at general meetings and by what method
• the time and the manner in which notices of general meetings are to be given
• the time and the manner in which notices of motions are to be given, published or circulated.
For a general meeting to take place, a quorum must be present. A quorum for a general meeting of an incorporated association is at least the number of management committee members, plus one. However, if all members of your incorporated association are members of the management committee, a quorum is the total number of members, less one.
No business is to be transacted at any meeting unless a quorum is present. The rules of your incorporated association should specify the procedure if a quorum is not present at a meeting.
The format of your incorporated association’s general meetings will vary depending on the type of business that needs to be addressed.
Minutes must be kept of all general meetings.
Annual General Meeting
The AGM is attended by the management committee, members and other invited guests. This meeting is a public statement about your incorporated association’s financial position and the activities and achievements of the previous year. The AGM is an opportunity for your incorporated association to officially elect office bearers and to present audited or verified financial statements to your members.
AGMs must be held within six months after the end of the incorporated association’s financial year.
The rules of your incorporated association must specify the way the meeting is called and the way the notice of the AGM is to be given. Under the model rules, the Secretary must give notice to each member specifying the place, date and time of the meeting and the nature of the business, including the fact that it is the AGM. The notice must be given at least 14 days before the meeting.
Notice of any special resolutions must also be given to members at least 14 days before the AGM. For convenience, the notice of meeting and any notice of special resolutions can be sent to members together.
The rules of your incorporated association must include what business is to be covered at the AGM. Under the model rules, the following business must be conducted:
• receiving the statement of income and expenditure, assets, liabilities and mortgages, charges and securities affecting the property of your incorporated association for the last financial year
• receiving the auditor's or verifier’s report on the financial affairs of the incorporated association for the last financial year
• presenting the audited or verified financial statements to the meeting for adoption
• electing members of the management committee
• appointing an auditor or verifier.
The format of the meeting will be similar to that of a general meeting, however the previous minutes will be from the previous AGM, not the previous general meeting. The minutes kept must state specifically that they are minutes of the AGM.
Minutes must be kept of all Annual General Meetings.
Voting
The Chairperson of any meeting is responsible for supervising and administering the voting. We recommend voting be carried out by show of hands or balloting.
The model rules allow voting in person, by proxy, by attorney or by using any technology that allows the member to hear and take part in discussions as they happen.
The format and process for postal voting is at the discretion of your incorporated association and should be set out in the rules.
Special resolutions
A ‘special resolution’ is a resolution that is passed at a general meeting (including the AGM) of an incorporated association by the votes of 75 per cent of the members who are present and entitled to vote.
Matters that must be decided by special resolution are:
• a change of name for the incorporated association
• a change to the incorporated association’s rules
• the decision to wind up the incorporated association.
Postal voting is not allowed for special resolutions.
Motions
The rules of your incorporated association should set out the manner in which notice of motions is to be given. A member who wishes to bring any business before a general meeting should give notice to the incorporated association as per the rules. Members should ensure that they raise their agenda item in sufficient time for it to be included in the notice calling the next general meeting.
Minutes
Your incorporated association must record minutes at all meetings, including management committee meetings, general meetings and the AGM.
If asked by a member of your incorporated association, the Secretary must within 28 days, make the minute book for a particular general meeting available for inspection by the member at a mutually agreed time and place. The Secretary must also give the member copies of the meeting minutes. Your incorporated association can ask the member to pay the reasonable costs of providing copies of the minutes.
The Secretary is ultimately responsible for ensuring your incorporated association’s minutes are maintained accurately. The minutes of meetings provide a permanent official record of the business transacted. They should form a clear and concise summary of the proceedings of the meeting.
The minutes would normally include:
• details of the day, date and place of the meeting and the time of commencement
• the names of those present and details of any apologies received
• that the Chairperson announced a quorum was present and that the meeting was duly constituted
• a reference to minutes of the previous general meeting and the signing of them as a correct record
• details of every resolution put to members and whether it was passed with the required majority
• details of members voting against a motion or abstaining from voting, if those members request that this be recorded
• details of any appointments made, members elected to office and any leave of absence granted to a member
• details of election of committee members (if applicable)
• overview of discussions concerning decisions made at the meeting
• decisions made at management committee meetings
• the date and time for the next meeting, if this is determined during the meeting
• the time that the meeting closed.
Australian Human Rights Commission Act 1986
Grounds of discrimination
Breaches of human rights by any Commonwealth body or agency and discrimination in employment on the basis of race, colour, sex, religion, political opinion, national extraction, social origin, age, medical record, criminal record, marital status, impairment, disability, nationality, sexual preference, trade union activity.
Areas covered
Commonwealth body or agency; employment and occupation.
Process for decision making
Complaint must be in writing. It is then assessed and if within jurisdiction is investigated. If complaint is not declined, conciliation is attempted. If it cannot be conciliated, the Commission prepares a report to the federal Attorney-General who then tables the report in Parliament.
New South Wales Anti-Discrimination Act 1977 (NSW)
Grounds of unlawful discrimination
Race, (including colour, nationality and national or ethnic origin), sex (including pregnancy), marital status, disability, homosexuality, age (compulsory retirement only), transgender, carer's responsibility.
Other unlawful conduct
Sexual harassment; vilification on the basis of race, homosexuality, transgender and HIV/AIDS status.
Areas covered
Employment; partnerships; trade unions; qualifying bodies; employment agencies; education; access to places and vehicles; provision of goods and services; accommodation; registered clubs.
Process for decision making
Complaint must be in writing to the NSW Anti-Discrimination Board. It is then assessed and if within jurisdiction is investigated and conciliation may be attempted. If unsuccessful, it may be referred to Equal Opportunity Tribunal for hearing and legally enforceable determination.
Codes of ethics prescribe and proscribe specific actions, and many of them attach sanctions to non-compliance. So codes of ethics have a regulatory function, in addition to their educative and cultural integration functions. Often the main regulatory role of a code of ethics is actually played by an associated code of practice. The code of ethics is a basic presentation of principles and ideals; the code of practice is a detailed description of the specific actions that are to be performed and not performed under given conditions, and of the sanctions that attach to non-performance.
Individual members of an organisation or occupation have ethical responsibilities in relation to the behaviour of individuals other than themselves. For example, a practitioner who becomes aware that one of his or her peers is incompetent or engages in serious wrongdoing that is in contravention of regulations or laws, may have an obligation to report the conduct. Certainly, there is an obligation to do something about this situation. This individual obligation (say) to report, exists by virtue of a collective responsibility to ensure that the minimum standards enshrined in the code of ethics are complied with
ETHICS AND CODES OF ETHICS
1.1 Ethics and Morality
Codes of Ethics are concerned with ethics.1 But what is ethics? Ethics or morality is about what actions an individual person or member of an occupation ought to do, and it is about what kind of character an individual person or member of an occupation ought to have. It is also about what features the organisations which employ members of specific occupations ought to have.
Although ethics is concerned with what ought to be done, or not done, it does not embrace the entire sphere of prescribed or proscribed actions. For there are ‘oughts’ other than the ethical or moral ‘ought’. Sometimes we say things like, “You ought to have said ‘Hello’ to Jack”. Here the ‘ought’ is one of etiquette. You ought, because it is rude not to greet people; rude, but not necessarily unethical or immoral.
Ethics is not the same thing as etiquette or manners. So codes of ethics should not address issues of politeness.
We also need to distinguish ethics or morality from aesthetics. Sometimes we say that that painting is good, or that so and so ought not wear green trousers with a blue shirt, or shocking pink suits. Here we have in mind aesthetics; it is not unethical or immoral to dress in these ways.
Ethics is not the same thing
Codes of ethics have typically been much more concerned with actions than with attitudes. That said, the so-called caring occupations, such as child-minders, social workers and nurses, typically mention attitudes, such as caring or being sympathetic. So do some other codes, such as journalists’ codes. They often note the need for sensitivity in, for example, interviewing someone who has recently suffered trauma. Moreover, even the accountants’ codes speak of a duty of care. Doubtless, this duty of care is in large part spelled out in terms of actions. However, it is difficult to conceive of this duty to care as not having at least a partial attitudinal element. A similar point holds for the duty of impartiality.
Principles of Conduct
The following Principles of Conduct shall be observed by all employees:
a) Employees shall perform their official duties with skill, impartiality, professionalism and integrity.
b) Employees shall disclose their private financial and other interests where those interests may, or may appear to conflict with their official duties, and shall take all reasonable steps to prevent such conflict.
c) Employees who are responsible for incurring or authorising expenditure shall exercise due economy and ensure the efficient and economical use of government resources and facilities.
d) Employees shall not take advantage of their official duties, status, powers or authority in order to seek or obtain a benefit for themselves or for any other person or body.
e) Employees shall exercise proper courtesy, consideration and sensitivity and shall act with fairness and equity in all their dealings with members of the public and with other employees.
f) Employees shall not engage in improper conduct, in their official capacity or otherwise, that adversely affects the performance of their duties or brings the public sector into disrepute.
PWhat goes into minutes?
The level of detail included in the minutes will vary from company to company. General inclusions would be: Name of the company Nature and type of meeting, e.g. directors’ meetings, committee meeting, etc Place, date and starting time Name of the chair Attendees, either physically or by remote access. Invited guests should be separated from usual attendees. Apologies accepted Presence of a quorum Minutes of the previous meeting Materials distributed before and during the meeting Proceedings of the meeting and resolutions made. To make cross referencing easier, resolutions should be numbered. NB. Listed companies have additional requirements relating to proxy voting (s 251AA). When attendees leave and re-enter the room Abstentions from voting, e.g. due to conflicts of interest Closing time Signature of the chair.
What should not go into minutes?
Remembering that while minutes can be used for a director’s defence in court, poorly taken minutes may also be used against a director by regulators or the opposing party’s lawyers. Matters which should not be included in the minutes are: individual speeches or arguments admissions of liability
Keep to a minimum disclosures of legal advice, which is generally subject to legal professional privilege5. Minutes can briefly state that a matter subject to professional privilege was discussed but should not go into detail
PENRITH CITY COUNCIL
CODE OF MEETING PRACTICE
The Code of Meeting Practice sets out the manner in which meetings of the Council and Committees of Council are to be convened and conducted.
The Code incorporates the requirements of the Local Government Act, 1993 (as amended) and the Local Government (General) Regulation, 2005 with respect to meetings. Changes, which are made to the Act or Regulation, will automatically be incorporated into this Code and such changes will not be advertised.
This Code has been structured to assist the reader to easily understand what is required in the conduct of meetings and can, if required, be used as a reference document for committees and forums associated with Council.
Where sections of the Act and Regulation make reference to other parts of the Act or Regulation the relevant clause in the Code has been substituted and an italic type has been used.
The other sections of the Code, which have been formulated to meet the conditions which are considered appropriate for Penrith City Council, appear in a bold italic type in the Code. Should the Council wish to amend these sections of the Code it will need to be advertised in accordance with the requirements of the Act and public comment sought.
This Code will come into effect after consideration by Council, of comments from the public exhibition process in response to the exhibited draft. The date of adoption of the Code by the Council, will be the effective date from which the Code will come into effect.
Pages in the Code will be dated so that any changes to the Code either by way of legislative amendment or amendment by the Council can be easily identified.
The formal review date for this Code is 3 May 2012, however the Council may decide to review and adopt an amended Code prior to that date to meet changing circumstances as they arise.
Any review will be carried out in accordance with the provisions of the Local Government Act and the Regulations.
Obligation to comply with the privacy principles The privacy principles are defined in the dictionary in schedule 5 of the IP Act as the requirements applying to an entity under chapter 2. The requirements in chapter 2 relevant to local government are:
• to comply with the Information Privacy Principles (IPPs)
• not to transfer personal information out of Australia unless the transfer complies with section 33, and
• to take reasonable steps to make contractors subject to the IP Act where required by chapter 2, part 4.
The privacy principles most relevant to local government meetings, agendas and minutes are the IPPs.
4.2 The IPPs
Sections 18 and 27 of the IP Act require local government to comply with the IPPs. The IPPs are contained in Schedule 3 of the IP Act and set out how agencies are to collect, store, secure, use and disclose personal information.
The IPPs which are the most relevant to meetings, minutes and agendas are:
Local Government Act 2009, section 4(2)(a)
ibid, section 4(2)(e), 12(3)(a)(iii), 13(2)(b)(ii)
Information Privacy Act 2009, section 3(1).
• IPP 1, which only permits personal information to be collected if it is necessary for a lawful purpose directly related to the functions of a local government.
Meetings are an important part of the operations of any effective not-for-profit community organisation. Depending on the size and structure of your community organisation, there are a number of different meetings that may be held including:
• meetings of the organisation's management committee or board;
• meetings of members of your community organisation;
• management meetings;
• an annual general meeting.
There are quite a few legal issues that can arise out of the holding of a meeting! It is important for your organisation to conduct meetings in accordance with the requirements set out in any legislation (for example, incorporated associations must comply with the Associations Incorporation Act 1981 (Vic) and companies limited by guarantee must comply with the Corporations Act 2001 (Cth)). However, for many organisations, much of the detail of the requirements for holding valid meetings will be set out in an organisation's rules or constitution.
The main legal issues that can arise around meetings involve:
• requirements to hold meetings and rights to call a meeting
• proper notice of the meeting (time periods, content of notice)
• quorum (minimum number of people present to make meeting valid)
• adjournments
• voting rights (and proxy rights)
• resolutions
• minutes
In addition to complying with the legal requirements for running a meeting, there are also a number of 'best practice' procedures that can be followed. These are designed to ensure meetings are run efficiently, and in a way that assists the organisation to achieve its objects!
The purpose of your incorporated association and the nature and amount of business it conducts will determine how frequently meetings should be held and who should attend. Your incorporated association is required to meet at least once a year (AGM) and the management committee must meet at least once in every four months (management committee meetings).
Management committee meetings
The management committee should meet as often as necessary to properly manage the affairs of the incorporated association, but it must meet at least once every four months. Management committee meetings must be held according to the rules, at a place and time the committee determines. Additional meetings of the management committee may be convened by any member of the committee.
Notice of a management committee meeting is to be given in the way determined by the committee. In the case of a special management committee meeting, under the model rules 14 days notice must be given. This may be shortened if there is unanimous agreement from the members of the committee before the time appointed for the meeting.
For a committee meeting to take place, a quorum must be present. The rules of your incorporated association should specify the number of committee members that constitutes a quorum. Under the model rules, a simple majority of committee members comprise a quorum for a committee meeting.
The format of the meeting is at the discretion of your incorporated association, however the President is required to chair any committee meeting they attend. If the President cannot attend, any other member can be nominated to chair.
Minutes must be kept of all management committee meetings.
General meetings
General meetings can be held at any time and the frequency will depend on the activities of your incorporated association. General meetings can be called at any time in accordance with the rules.
The model rules allow the Secretary to call a general meeting by giving each member notice of the meeting in accordance with the rules. The Secretary may also call a general meeting after:
• being directed to call the meeting by the management committee
• being given a written request signed by at least a third of management committee members
• being given a written request signed by twice as many ordinary members as the number of members on the management committee, plus one.
The rules of your incorporated association must specify:
• the manner of calling general meetings
• the quorum for general meetings
• the procedure at general meetings
• whether members are entitled to vote by proxy at general meetings and by what method
• the time and the manner in which notices of general meetings are to be given
• the time and the manner in which notices of motions are to be given, published or circulated.
For a general meeting to take place, a quorum must be present. A quorum for a general meeting of an incorporated association is at least the number of management committee members, plus one. However, if all members of your incorporated association are members of the management committee, a quorum is the total number of members, less one.
No business is to be transacted at any meeting unless a quorum is present. The rules of your incorporated association should specify the procedure if a quorum is not present at a meeting.
The format of your incorporated association’s general meetings will vary depending on the type of business that needs to be addressed.
Minutes must be kept of all general meetings.
Annual General Meeting
The AGM is attended by the management committee, members and other invited guests. This meeting is a public statement about your incorporated association’s financial position and the activities and achievements of the previous year. The AGM is an opportunity for your incorporated association to officially elect office bearers and to present audited or verified financial statements to your members.
AGMs must be held within six months after the end of the incorporated association’s financial year.
The rules of your incorporated association must specify the way the meeting is called and the way the notice of the AGM is to be given. Under the model rules, the Secretary must give notice to each member specifying the place, date and time of the meeting and the nature of the business, including the fact that it is the AGM. The notice must be given at least 14 days before the meeting.
Notice of any special resolutions must also be given to members at least 14 days before the AGM. For convenience, the notice of meeting and any notice of special resolutions can be sent to members together.
The rules of your incorporated association must include what business is to be covered at the AGM. Under the model rules, the following business must be conducted:
• receiving the statement of income and expenditure, assets, liabilities and mortgages, charges and securities affecting the property of your incorporated association for the last financial year
• receiving the auditor's or verifier’s report on the financial affairs of the incorporated association for the last financial year
• presenting the audited or verified financial statements to the meeting for adoption
• electing members of the management committee
• appointing an auditor or verifier.
The format of the meeting will be similar to that of a general meeting, however the previous minutes will be from the previous AGM, not the previous general meeting. The minutes kept must state specifically that they are minutes of the AGM.
Minutes must be kept of all Annual General Meetings.
Voting
The Chairperson of any meeting is responsible for supervising and administering the voting. We recommend voting be carried out by show of hands or balloting.
The model rules allow voting in person, by proxy, by attorney or by using any technology that allows the member to hear and take part in discussions as they happen.
The format and process for postal voting is at the discretion of your incorporated association and should be set out in the rules.
Special resolutions
A ‘special resolution’ is a resolution that is passed at a general meeting (including the AGM) of an incorporated association by the votes of 75 per cent of the members who are present and entitled to vote.
Matters that must be decided by special resolution are:
• a change of name for the incorporated association
• a change to the incorporated association’s rules
• the decision to wind up the incorporated association.
Postal voting is not allowed for special resolutions.
Motions
The rules of your incorporated association should set out the manner in which notice of motions is to be given. A member who wishes to bring any business before a general meeting should give notice to the incorporated association as per the rules. Members should ensure that they raise their agenda item in sufficient time for it to be included in the notice calling the next general meeting.
Minutes
Your incorporated association must record minutes at all meetings, including management committee meetings, general meetings and the AGM.
If asked by a member of your incorporated association, the Secretary must within 28 days, make the minute book for a particular general meeting available for inspection by the member at a mutually agreed time and place. The Secretary must also give the member copies of the meeting minutes. Your incorporated association can ask the member to pay the reasonable costs of providing copies of the minutes.
The Secretary is ultimately responsible for ensuring your incorporated association’s minutes are maintained accurately. The minutes of meetings provide a permanent official record of the business transacted. They should form a clear and concise summary of the proceedings of the meeting.
The minutes would normally include:
• details of the day, date and place of the meeting and the time of commencement
• the names of those present and details of any apologies received
• that the Chairperson announced a quorum was present and that the meeting was duly constituted
• a reference to minutes of the previous general meeting and the signing of them as a correct record
• details of every resolution put to members and whether it was passed with the required majority
• details of members voting against a motion or abstaining from voting, if those members request that this be recorded
• details of any appointments made, members elected to office and any leave of absence granted to a member
• details of election of committee members (if applicable)
• overview of discussions concerning decisions made at the meeting
• decisions made at management committee meetings
• the date and time for the next meeting, if this is determined during the meeting
• the time that the meeting closed.
Australian Human Rights Commission Act 1986
Grounds of discrimination
Breaches of human rights by any Commonwealth body or agency and discrimination in employment on the basis of race, colour, sex, religion, political opinion, national extraction, social origin, age, medical record, criminal record, marital status, impairment, disability, nationality, sexual preference, trade union activity.
Areas covered
Commonwealth body or agency; employment and occupation.
Process for decision making
Complaint must be in writing. It is then assessed and if within jurisdiction is investigated. If complaint is not declined, conciliation is attempted. If it cannot be conciliated, the Commission prepares a report to the federal Attorney-General who then tables the report in Parliament.
New South Wales Anti-Discrimination Act 1977 (NSW)
Grounds of unlawful discrimination
Race, (including colour, nationality and national or ethnic origin), sex (including pregnancy), marital status, disability, homosexuality, age (compulsory retirement only), transgender, carer's responsibility.
Other unlawful conduct
Sexual harassment; vilification on the basis of race, homosexuality, transgender and HIV/AIDS status.
Areas covered
Employment; partnerships; trade unions; qualifying bodies; employment agencies; education; access to places and vehicles; provision of goods and services; accommodation; registered clubs.
Process for decision making
Complaint must be in writing to the NSW Anti-Discrimination Board. It is then assessed and if within jurisdiction is investigated and conciliation may be attempted. If unsuccessful, it may be referred to Equal Opportunity Tribunal for hearing and legally enforceable determination.
Codes of ethics prescribe and proscribe specific actions, and many of them attach sanctions to non-compliance. So codes of ethics have a regulatory function, in addition to their educative and cultural integration functions. Often the main regulatory role of a code of ethics is actually played by an associated code of practice. The code of ethics is a basic presentation of principles and ideals; the code of practice is a detailed description of the specific actions that are to be performed and not performed under given conditions, and of the sanctions that attach to non-performance.
Individual members of an organisation or occupation have ethical responsibilities in relation to the behaviour of individuals other than themselves. For example, a practitioner who becomes aware that one of his or her peers is incompetent or engages in serious wrongdoing that is in contravention of regulations or laws, may have an obligation to report the conduct. Certainly, there is an obligation to do something about this situation. This individual obligation (say) to report, exists by virtue of a collective responsibility to ensure that the minimum standards enshrined in the code of ethics are complied with
ETHICS AND CODES OF ETHICS
1.1 Ethics and Morality
Codes of Ethics are concerned with ethics.1 But what is ethics? Ethics or morality is about what actions an individual person or member of an occupation ought to do, and it is about what kind of character an individual person or member of an occupation ought to have. It is also about what features the organisations which employ members of specific occupations ought to have.
Although ethics is concerned with what ought to be done, or not done, it does not embrace the entire sphere of prescribed or proscribed actions. For there are ‘oughts’ other than the ethical or moral ‘ought’. Sometimes we say things like, “You ought to have said ‘Hello’ to Jack”. Here the ‘ought’ is one of etiquette. You ought, because it is rude not to greet people; rude, but not necessarily unethical or immoral.
Ethics is not the same thing as etiquette or manners. So codes of ethics should not address issues of politeness.
We also need to distinguish ethics or morality from aesthetics. Sometimes we say that that painting is good, or that so and so ought not wear green trousers with a blue shirt, or shocking pink suits. Here we have in mind aesthetics; it is not unethical or immoral to dress in these ways.
Ethics is not the same thing
Codes of ethics have typically been much more concerned with actions than with attitudes. That said, the so-called caring occupations, such as child-minders, social workers and nurses, typically mention attitudes, such as caring or being sympathetic. So do some other codes, such as journalists’ codes. They often note the need for sensitivity in, for example, interviewing someone who has recently suffered trauma. Moreover, even the accountants’ codes speak of a duty of care. Doubtless, this duty of care is in large part spelled out in terms of actions. However, it is difficult to conceive of this duty to care as not having at least a partial attitudinal element. A similar point holds for the duty of impartiality.
Principles of Conduct
The following Principles of Conduct shall be observed by all employees:
a) Employees shall perform their official duties with skill, impartiality, professionalism and integrity.
b) Employees shall disclose their private financial and other interests where those interests may, or may appear to conflict with their official duties, and shall take all reasonable steps to prevent such conflict.
c) Employees who are responsible for incurring or authorising expenditure shall exercise due economy and ensure the efficient and economical use of government resources and facilities.
d) Employees shall not take advantage of their official duties, status, powers or authority in order to seek or obtain a benefit for themselves or for any other person or body.
e) Employees shall exercise proper courtesy, consideration and sensitivity and shall act with fairness and equity in all their dealings with members of the public and with other employees.
f) Employees shall not engage in improper conduct, in their official capacity or otherwise, that adversely affects the performance of their duties or brings the public sector into disrepute.
Privacy obligations under the IP Act
4.1 Obligation to comply with the privacy principles The privacy principles are defined in the dictionary in schedule 5 of the IP Act as the requirements applying to an entity under chapter 2. The requirements in chapter 2 relevant to local government are:
• to comply with the Information Privacy Principles (IPPs)
• not to transfer personal information out of Australia unless the transfer complies with section 33, and
• to take reasonable steps to make contractors subject to the IP Act where required by chapter 2, part 4.
The privacy principles most relevant to local government meetings, agendas and minutes are the IPPs.
Explanation of OHS Terms
Health, Safety and Occupational Health and Safety
People often use the term OHS, but what does it actually mean? As with most terminology associated with OHS there is an explicit meaning. Health is the freedom from illness or disease
Safety is the freedom from danger of injury
Occupational Health and Safety is the freedom from illness, disease and injury in the workplace.
rivacy obligations under the IP Act
4.1 Obligation to comply with the privacy principles The privacy principles are defined in the dictionary in schedule 5 of the IP Act as the requirements applying to an entity under chapter 2. The requirements in chapter 2 relevant to local government are:
• to comply with the Information Privacy Principles (IPPs)
• not to transfer personal information out of Australia unless the transfer complies with section 33, and
• to take reasonable steps to make contractors subject to the IP Act where required by chapter 2, part 4.
The privacy principles most relevant to local government meetings, agendas and minutes are the IPPs.
Explanation of OHS Terms
Health, Safety and Occupational Health and Safety
People often use the term OHS, but what does it actually mean? As with most terminology associated with OHS there is an explicit meaning. Health is the freedom from illness or disease
Safety is the freedom from danger of injury
Occupational Health and Safety is the freedom from illness, disease and injury in the workplace.
ety is the freedom from danger of injury
Occupational Health and Safety is the freedom from illness, disease and injury in the workplace.