[Index] [Search] [Download] [Help]
This is a Bill, not an Act. For current law, see the Acts databases.
South Australia
Coorong Environmental Trust
Bill 2019
A BILL FOR
An Act to establish the Coorong Environmental Trust, to provide for the
administration of the Trust, and for other purposes.
Contents
Part 2—Coorong
Environmental Trust
Division 1—Establishment of
Trust
Division 2—Membership
of Trust
6Rights and liabilities of
membership
11Directors term of office and
remuneration
15Director's duties of honesty, care and
diligence
16Validity of acts and
immunity of members
17Presiding member and
deputy presiding member
Part 4—Functions and powers of
Trust
The Parliament of South Australia enacts as
follows:
This Act may be cited as the Coorong Environmental Trust
Act 2019.
This Act will come into operation 3 months after the day on which it
is assented to by the Governor.
In this Act, unless the contrary intention appears—
board means the board of directors established as the
governing body of the Trust under
Part 2
;
Coorong means—
(a) the Coorong and Lakes Alexandrina and Albert Wetland, as designated by
the Commonwealth under Article 2 of the Ramsar Convention for inclusion in
the List of Wetlands of International Importance;
(b) any other land, waterway or area designated by the Minister by notice
in the Gazette;
director means a person appointed as a member of the Trust
under
Part 3
;
Ngarrindjeri Aboriginal Corporation means the Ngarrindjeri
Aboriginal Corporation that is a registered native title body corporate within
the meaning of the Native Title Act 1993 of the Commonwealth and
includes its successors and assigns;
waterway means a river, creek or other natural watercourse
(whether modified or not) in which water is contained or flows whether
permanently or from time to time and includes—
(a) a dam or reservoir that collects water flowing in a
watercourse;
(b) a lake through which water flows;
(c) a channel (but not a channel declared by regulation to be excluded
from the ambit of this definition) into which the water of a watercourse has
been diverted;
(d) part of a watercourse;
(e) an estuary through which water flows;
Trust means the Coorong Environmental Trust established under
Part 2
.
Part 2—Coorong
Environmental Trust
Division 1—Establishment
of Trust
(1) The Coorong Environmental Trust is established.
(2) The Trust—
(a) is a body corporate; and
(b) has perpetual succession and a common seal; and
(c) is capable of suing and being sued in its corporate name.
Division 2—Membership
of Trust
(1) There will be a Trust constituted of members representing
organisations with a professional, financial, physical or legal commitment to
the ecological wellbeing of the Coorong.
(2) The initial members
of the Trust will be appointed by the Minister.
(3) Thereafter, persons
representing organisations with a professional, financial, physical or legal
commitment to the ecological wellbeing of the Coorong may be admitted as members
of the Trust by resolution of the Trust or as provided by the rules of the
Trust.
(4) Before a person representing an organisation may be appointed by the
Minister under
subsection (2)
or admitted as a member under
subsection (3)
, the person must sign a statement on behalf of the organisation declaring
its commitment to the ecological wellbeing of the Coorong.
(5) A person ceases
to be a member of the Trust in any of the following circumstances or as
otherwise provided by this Act:
(a) if the Trust
resolves that the membership should be discontinued—
(i) on the ground that the member has ceased on a permanent basis
to—
(A) represent an organisation with a professional, financial, physical or
legal commitment to the ecological wellbeing of the Coorong that gives rise to
their entitlement to membership; or
(B) provide assistance toward the functions, upkeep and administration of
the Trust in accordance with the rules of the Trust;
(ii) on any other
reasonable ground determined by the Trust;
(b) if the member resigns;
(c) on death;
(d) if the organisation that the member represents is dissolved.
(6) The presiding
member of the board will be the presiding member of the Trust and the deputy
presiding member of the board (if any) will be the deputy presiding member of
the Trust.
(7) The deputy presiding member of the Trust may act as the presiding
member in the absence of the presiding member or during a vacancy in the office
of presiding member.
(8) If there is no deputy presiding member, a person selected by the board
may act as the presiding member in the absence of the presiding member or during
a vacancy in the office of presiding member.
6—Rights
and liabilities of membership
(1) Membership of the Trust does not confer on a member, except as may be
provided by this Act, any right, title or interest in any real or personal
property of the Trust.
(2) Except as provided by this Act, a member of the Trust is not liable to
contribute towards the payment of the debts and liabilities of the Trust or the
costs, charges and expenses of a winding up of the Trust.
(1) A meeting of the Trust may be called at any time by the presiding
member, by the board of the Trust, or by at least 10% of the voting members
of the Trust.
(2) The presiding member must call a meeting of the Trust (the annual
general meeting) at least once in each year.
(3) At least 7 days written notice specifying the time and place of
each meeting must be given to every member of the Trust (subject to any other
requirements under another provision of this Act).
(1) The presiding member will preside at meetings of the Trust or, in the
presiding member's absence, a member chosen by the members present will
preside.
(2) A quorum for a meeting of the Trust is—
(a) one-third of the voting members of the Trust or 10 voting
members, whichever is the smaller number; or
(b) such other number as the Trust may from time to time
determine.
(3) When determining whether a quorum is present at a meeting, both voting
members who are present at the meeting and those who are represented at the
meeting for the purposes of voting will be counted.
(4) Subject to this Act, a resolution will be carried if the value of the
votes supporting it exceeds the value of the votes against it but if the values
are equal the resolution will be carried if it is supported by the person
presiding at the meeting.
(5) 21 days notice must be given of a resolution that varies or
revokes a decision made by resolution of the Trust within the preceding
12 months.
(6) Subject to this Act, the Trust may determine its own
procedures.
(7) The Trust must keep minutes of its proceedings.
(1) Subject to this section, a member of the Trust is entitled to vote at
meetings of the Trust.
(2) A member may
nominate another person to attend and vote at meetings on the member's
behalf.
(3) A nomination referred to in
subsection (2)
must be made by written notice to the Trust and may be revoked by the
member, or all of the members, by subsequent written notice to the
Trust.
(4) If a person who is not a member of the Trust has been nominated by a
member or members to attend and vote at a meeting of the Trust, that person must
be regarded as a member of the Trust for the purposes of proceedings at the
meeting.
(1) The Trust will appoint a board of management of the Trust to carry out
the day to day operations of the Trust and to manage its general
affairs.
(2) The board will
consist of 7 members of the Trust (who will be called
directors).
(3) The Trust must
seek to ensure, as far as is reasonably practicable, that—
(a) 1 director is a
representative of the Ngarrindjeri Aboriginal Corporation; and
(b) 1 director is
an employee in an administrative unit of the Public Service that is responsible,
under a Minister, for assisting in the administration of this Act; and
(c) 5 directors among them have knowledge of, and experience in, the
fields of finance or business management, biological science, fisheries,
community education, hydrology or geomorphology, and engineering.
(4) The Trust board may appoint—
(a) a suitable person who is a representative of the Ngarrindjeri
Aboriginal Corporation to be the deputy of the director referred to in
subsection (3)(a)
; and
(b) a suitable person who is an employee in an administrative unit of the
Public Service that is responsible, under a Minister, for assisting in the
administration of this Act to be the deputy of the director referred to in
subsection (3)(b)
,
and the deputy may perform or exercise the functions and powers of the
relevant director in their absence.
(5) On the office of a director becoming vacant, a person may be appointed
in accordance with this Act to the vacant office.
11—Directors
term of office and remuneration
(1) Subject to this section, a director will be elected at the annual
general meeting of the Trust.
(2) A member of the
Trust is not eligible for election as a director if the member—
(a) is an undischarged bankrupt or is taking the benefit of a law for the
relief of insolvent debtors; or
(b) is an employee of the Trust; or
(c) is a member who is not entitled to vote at a meeting of the Trust;
or
(d) is a member who is not entitled to be a director of the board under
the rules of the Trust or on account of a resolution of the Trust.
(3) Subject to
subsections (4)
and
(5)
, a director will hold office for a term of 2 years (with each period
between the annual general meetings of the Trust to be taken to be 1 year)
and, at the expiration of a term of office, will be eligible for
re-election.
(4) The office of a
director becomes vacant if the person holding the office—
(a) dies; or
(b) completes a term of office and is not re-elected; or
(c) resigns by written notice to the board; or
(d) ceases to be eligible for election as a director of the board under
subsection (2)
; or
(e) is convicted of an indictable offence; or
(f) is found guilty of an offence against
section 14
; or
(g) is removed from office by resolution of the Trust.
(5) If a casual
vacancy occurs in the office of a director, the remaining directors may appoint
a person to the vacant office for the balance of the former director's term of
office.
(6) A director is entitled to remuneration, allowances and expenses
determined or approved by the Trust.
The Trust may, by resolution, remove a director from office in accordance
with the rules of the Trust—
(a) for breach of, or non-compliance with, a condition of appointment;
or
(b) for misconduct; or
(c) for failure or incapacity to carry out official duties
satisfactorily.
The Trust may engage staff for the purposes of this Act on terms and
conditions considered appropriate by the Trust.
(1) A director who has a direct or indirect personal or pecuniary interest
in a matter under consideration by the board—
(a) must, as soon as they become aware of the interest, disclose the
nature and extent of the interest to the board; and
(b) must not take part in any deliberations or decision of the board on
the matter and must be absent from the room when any such deliberations are
taking place or decision is being made.
Maximum penalty: $10 000.
(2) If a director discloses an interest in a contract or proposed contract
and complies with the other requirements of this section—
(a) the contract is not liable to be avoided by the board; and
(b) the director is not liable to account for profits derived from the
contract.
(3) If a director
fails to make a disclosure of interest or fails to comply with the other
requirements of this section in respect of a proposed contract, the contract is
liable to be avoided by the board.
(4) A contract may not be avoided under
subsection (3)
if a person has acquired an interest in property the subject of the
contract in good faith for valuable consideration and without notice of the
contravention.
(5) If, in the Trust's opinion, the holding of a particular interest is
not consistent with the proper discharge of the duties of a member of the board,
the Trust may direct the member either to divest themself of the interest or to
resign from the board (and non-compliance with the direction constitutes a
ground for removal of the member from the board).
(6) A disclosure under this section must be recorded in the minutes of the
board.
(7) This section does not apply to an interest that a director shares in
common with all or a substantial proportion of the members of the
Trust.
15—Director's
duties of honesty, care and diligence
(1) A director must at all times act honestly in the performance of
official functions.
Maximum penalty: $10 000.
(2) A director must at all times act with reasonable care and diligence in
the performance of official functions.
Maximum penalty: $10 000.
(3) A director or former director must not make improper use of
information acquired because of their official position to gain, directly or
indirectly, a personal advantage for themself or another, or to cause detriment
to the Trust.
Maximum penalty: $10 000.
(4) A director must not make improper use of their official position to
gain, directly or indirectly, a personal advantage for themself or another, or
to cause detriment to the Trust.
Maximum penalty: $10 000.
(5) This section is in addition to, and does not derogate from, other
laws.
16—Validity
of acts and immunity of members
(1) An act or proceeding of the board is not invalid by reason only of a
vacancy in its membership or a defect in the appointment of a
director.
(2) A director
incurs no civil liability for an honest act or omission in the performance or
exercise, or purported performance or exercise, of the director's or the board's
functions, duties or powers under this or any other Act.
(3) The immunity conferred by
subsection (2)
does not extend to culpable negligence.
(4) A civil liability that would, but for this section, attach to a member
attaches instead to the Trust.
17—Presiding
member and deputy presiding member
(1) The directors
must, at the first meeting of the board held after an annual general meeting of
the Trust, select 1 of their number to be the presiding member of the board
(and therefore of the Trust).
(2) The directors
may also select 1 of their number to be the deputy presiding member of the
board (and therefore of the Trust).
(3) Subject to
subsections (4)
and
(5)
, a person selected under
subsection (1)
or
(2)
will hold office until the conclusion of the next annual general meeting
of the Trust held after the member's selection (and is eligible for
reappointment if they continue or are re-elected as a member of the
board).
(4) A person
selected under this section may be removed from office by resolution of the
board.
(5) The office of a
person selected under this section becomes vacant before an annual general
meeting of the Trust if the person holding the office—
(a) dies; or
(b) resigns by written notice to the board; or
(c) ceases to be a member of the board or of the Trust; or
(d) is removed from office under
subsection (4)
.
(6) If a casual vacancy occurs in the office of the presiding member or
deputy presiding member, the members (or remaining members) of the board may
appoint another of their number to the vacant office (and to hold office until
the conclusion of the next annual general meeting of the Trust).
(1) A quorum of the board consists of 4 directors.
(2) A decision carried by a majority of the votes cast by directors at a
meeting is a decision of the board.
(3) Each director present at a meeting of the board has 1 vote on any
question arising for a decision and, if the votes are equal, the member
presiding at the meeting may exercise a casting vote.
(4) A telephone or video conference between directors constituted in
accordance with procedures determined by the board will, for the purposes of
this section, be taken to be a meeting of the board at which the participating
members are present.
(5) A resolution of the board—
(a) of which prior notice was given to all directors in accordance with
procedures determined by the board; and
(b) in which a majority of the directors expressed their concurrence in
writing,
will be taken to be a decision of the board made at a meeting of the
board.
(6) The board must have accurate minutes kept of its
proceedings.
(7) Subject to this Act, the board may determine its own
procedures.
(1) The board of management may delegate a function or power of the
board—
(a) to a director; or
(b) to another person (including the person for the time being holding or
occupying a particular position) or body.
(2) A delegation under this section—
(a) must be made by instrument in writing; and
(b) may be absolute or conditional; and
(c) does not derogate from the ability of the board to act in any matter;
and
(d) is revocable at will.
(3) A function or power delegated under this section may, if the
instrument of delegation so provides, be further delegated.
Part 4—Functions
and powers of Trust
The functions of the Trust are as follows:
(a) to create and maintain a repository for all environmental data and
research outcomes relating to the Coorong;
(b) to prepare an annual 'State of Our Estuary' report, along with
presenting an opportunity for community, policy writers, and researchers to
discuss outcomes;
(c) to prepare, adopt and maintain a set of rules relating to the
membership, management and operations of the Trust;
(d) to provide independent, impartial scientific advice on the state of
the Coorong to all stakeholders;
(e) to provide guidance for future environmental research within the
Coorong;
(f) to clearly monitor and document environmental flow outcomes;
(g) to coordinate and if necessary implement a comprehensive water quality
monitoring program;
(h) to independently assess proposed solutions to ecological challenges
faced by the Coorong;
(i) to raise money so that it can carry out its functions with financial
independence;
(j) to perform any function assigned to the Trust by regulation.
(1) The Trust must establish—
(a) the Fundraising committee; and
(b) the Wetland Science committee.
(2) The members of the Fundraising committee and the Wetland Science
committee are to be appointed by the Trust.
(3) The Trust may establish other committees to provide advice on any
matter affecting the administration of this Act as the Trust thinks
fit.
(4) The procedures to
be observed in relation to the conduct of the business of an advisory committee
will be—
(a) as determined
by the Trust; or
(b) insofar as the procedure is not determined under
paragraph (a)
, as determined by the relevant committee.
(1) The Trust must keep proper accounting records in relation to its
financial affairs, and must have annual statements of account prepared in
respect of each financial year.
(2) The Auditor-General must, in respect of each financial year, audit the
accounts of the Trust.
(1) The Trust must, on or before 30 September in every year, forward
to the Minister a report on the Trust's operations for the preceding financial
year.
(2) The report must
contain any information required by the regulations.
(3) The Minister must, within 6 sitting days after receiving a report
under this section, cause copies of the report to be laid before both Houses of
Parliament.
(1) Subject to
subsection (2)
, the Trust may delegate a function or power of the Trust under this
Act—
(a) to the board of management of the Trust; or
(b) to a particular person or other body.
(2) A delegation
under this section—
(a) must be made by instrument in writing; and
(b) may be absolute or conditional; and
(c) does not derogate from the ability of the trust to act in any matter;
and
(d) is revocable at will.
(3) A function or power delegated under this section may, if the
instrument of delegation so provides, be further delegated.
(1) The Governor
may make such regulations as are contemplated by, or necessary or expedient for
the purposes of, this Act.
(2) The regulations may—
(a) be of general or limited application; and
(b) make different provision according to the persons, things or
circumstances to which they are expressed to apply; and
(c) provide that any matter or thing is to be determined, dispensed with,
regulated or prohibited according to the discretion of the Trust.