Procedures of Council
Standing Resolution on Procedures of Council
Types of meetings and timing
1. Ordinary meetings of Council are to be held six times per year.
2. Special meetings of Council can be called as required by the Chancellor or Vice Chancellor with any period of notice, for business that he or she wishes to submit to Council as a matter of urgency.
3. Any six members of Council may request the Secretary of Council to call a meeting of Council. This request must be supported by a written notice, stating the objects for which the meeting is required to be convened and the meeting shall be held within fourteen days after the receipt of such request.
4. Council meetings will include interactive discussions of a strategic topic or a more detailed focus on an area of the University on a regular basis.
Notice of meetings
5. Council meeting papers should be distributed to members of Council at least seven calendar days prior to each meeting except in cases of emergency.
6. A meeting of Council may be called or held using any technology consented to by all members of Council. Council has consented to the use of telephone, video-conferencing or any other present or future technology at any meeting of Council.
7. A member of Council may withdraw consent to the use of technology for the notice or holding of meetings by giving written notice to the Chancellor within a reasonable period before any meeting.
8. Where a member of Council is to be present at a meeting using technology, the member will be asked to confirm that no one else is able to hear the meeting proceedings.
Chairing of meetings
9. The Chancellor, or in her or his absence, the Deputy-Chancellor is to chair all meetings of Council.
10. It is the responsibility of the Chair to conduct meetings in such manner so that all members are able to contribute and so that decisions and recommended actions are clear.
Agenda for meetings
11. The Chancellor is responsible for establishing the Agenda for Council meetings.
12. Members of Council are able to request that items be added to the Agenda. Such requests should be made no less than twelve calendar days in advance of the meeting and the Chancellor will determine whether the item is appropriate for the Council agenda. A register will be kept of all requests received, whether agreed for discussion or not.
13. If a matter arises between preparation of the Agenda and the meeting date, the matter shall be presented to Council at the Chancellor’s discretion.
14. Matters deemed by the Council Secretary or Chancellor to require discussion are designated by one ‘star’ on the Agenda. Members of Council will be given an opportunity to star any or all of the un-starred items on the Agenda. Un-starred items may be resolved in a single vote.
15. The quorum of Council is the majority of members holding office at the time.
16. A decision of Council requires the presence of a quorum.
17. If a quorum of Council is not present within half an hour after the appointed time for a meeting, all business for that meeting shall be stood over until the next ordinary or special meeting of Council.
Business without notice
18. Council, by majority vote or the Chancellor may permit the introduction of any subject for discussion.
19. A matter considered for discussion by resolution of Council will be taken as a motion on notice for the subsequent meeting.
20. The Council may adjourn any meeting to a later date.
Closure of meetings and unfinished business
21. Meetings of Council must conclude not later than three hours after their commencement, unless the majority of members present at a meeting resolves otherwise. Any unfinished business must be added to the agenda for the next meeting of Council.
Attendance at Council meetings
22. Members of the Executive may be invited to attend part or all of meetings of Council.
23. Staff and students of the University may request permission to be present as observers for consideration of a particular Agenda item, which must be non-confidential. Such requests are to be submitted to the Secretary to Council at least three calendar days prior to the meeting. Attendance will be at the invitation of the Chancellor. Observers cannot speak, interject, move or second motions or vote.
24. At the discretion of the Chair, an attendee or observer may be invited to address the Council. In addressing the Council, the Guidelines for a member of the University to speak to Council must be followed. Those Guidelines are attached to this Standing Resolution.
25. All attendees and observers at Council meetings have a duty to keep all information and discussions of Council confidential.
26. The University will appoint a person/persons to provide secretarial support to the Council and its committees.
27. The Secretary will ensure that the Agenda for each meeting and supporting papers are circulated, after approval by the Chair, at least one week before the meeting. The Secretary of Council and Council committees shall ensure that decisions and recommended actions are clear, and that the Minutes accurately list all resolutions and items for action or noting.
28. The Chancellor and Deputy Chancellor may call for such documents and expend money to obtain such legal advice as may be required for University purposes, subject to subsequent report to the Council.
29 The Council may obtain independent reviews or external advice as required, after advising the Vice Chancellor.
Committees of Council
30. There shall be committees of the Council as the Council may determine and Council will appoint the members of each Committee on the recommendation of the Nomination and Remuneration Committee. Under the By-Law, the Chancellor and Deputy Chancellor are members of all Committees.
Search Committee for Chancellor
By-law Part 3, 19-20 set out the requirements for the election of the Chancellor or Deputy Chancellor (19) and the nomination procedure for Chancellor or Deputy Chancellor(20). The following procedure describes the process to be followed by the Search Committee in the case of election to Chancellor as detailed in the Rules.
31. In the case where there is a vacancy in the office of Chancellor, the council may appoint a Search Committee and retain the services of an executive search firm.
32. A Search Committee for Chancellor will comprise:
- The Deputy Chancellor (Chair). In the event that the Deputy Chancellor is unavailable to or unwilling to act or wishes to nominate for the role of Chancellor, the Council shall nominate an external member of Council (in addition to the external member already appointed to the Search Committee) to be Chair;
- The Vice-Chancellor;
- The Chair of Academic Senate;
- One graduate member of Council appointed by Council;
- One external member of Council appointed by Council.
33. The Council Secretary (or delegate) will be the Secretary to the Search Committee.
34. The outgoing Chancellor will not be a member of the Search Committee but may be consulted on nominations.
35. Members of Council, including members of the Search Committee, and members of the University’s Executive will be invited to put forward nominations.
36. The Search Committee will receive and consider all nominations and may make such enquiries as it deems fit in respect of any potential candidate.
37. In considering the suitability of potential candidates, the Search Committee will have regard to the attributes that a Chancellor should be expected to bring to the role, which includes governance, non-executive leadership, team building, advocacy and lobbying, ceremonial duties, facilitation, mentoring and reviewing the Vice-Chancellor’s performance.
38. An unofficial approach will be made to the person identified by the Search Committee as the favoured candidate. This approach would normally be made by the Chair of the Search Committee.
39. At the conclusion of its enquiries, the Search Committee shall provide the Returning Officer with one nomination for election or not as Chancellor by the Council, together with any information about that person which it considers relevant.
40. The Council Secretary (or delegate) shall be the Returning Officer for elections of Chancellor.
Guidelines for a member of the University to speak to Council
41. Subject to any direction of the Chancellor, Council will allocate a period at the beginning of a Council meeting to allow for members of the University to express views on matters of concern to the University.
42. The address by each member will be limited to five minutes.
43. The time allocated by the Council for speakers will be limited to an aggregate of fifteen minutes except that Council, at its discretion, may extend this period.
44. Members wishing to address the Council shall give at least ten days’ prior notice to the Secretary of Council who shall allocate times and the order of addresses where necessary.
45. That members wishing to address the Council shall submit a written paper to the Secretary of Council at least ten days prior to the date of the meeting, setting out the substance of the address.
46. No individual should be permitted to address more than two successive Council meetings or more than three out of any six Council meetings.
47. Council should deliberate on the content of an address only if, in the opinion of the Chancellor, the matter is properly one for Council’s consideration.
48. No decision will be made on the basis of any such address to Council without management having a reasonable opportunity to respond to any matters raised and proper notice being given.
Protocol for Resolving to Extend Council Members’ Services beyond 12 Consecutive Years
The Macquarie University Act 1989 (the Act) sets out the terms of office for different categories of members.
In addition, the Act states that “a person must not be appointed or elected to serve more than 12 consecutive years of office (unless the Council resolves in relation to the person)”. (Section 9(3)).
This Protocol has been developed to guide Council in making decisions to resolve whether a Council member could serve more than 12 consecutive years in office. Council has agreed that such a resolution would only be made where Exceptional Circumstances exist as defined below.
49. Length of service as a Council member should not exceed 12 consecutive years, unless Exceptional Circumstances exist, being:
- A member retiring would leave a skills gap which would constitute a significant risk for the University, after considering the Council skills matrix.
- A member retiring would result in adverse consequences for the University.
- The member is the Chancellor and the extension is required to allow for an orderly transition to a new Chancellor.
50. Any resolution to extend the length of service beyond 12 consecutive years will:
- Be for a defined period not to exceed 6 months; and
- Include an agreed succession plan.
Approved 14 December 2017