Menzies School of Health Research Act 1985 (Northern Territory)

This Act establishes the Menzies School of Health Research as a corporate body with perpetual succession and a common seal (s 4). It sets out the School's functions (s 5), grants broad powers to enable those functions (s 6), creates a membership structure and annual general meeting (ss 7-8), and places control of the School in a Board accountable to Charles Darwin University (the Council) in specified ways (Parts II-III). The Board is given governance responsibility including financial management, staff appointments and rule‑making powers (ss 10, 31, 33, 42). The Act provides an internal committee architecture (Academic Standing Committee and Finance Committee, ss 19-20), requires audited financial reporting through the Auditor‑General (s 32), and prescribes financial controls such as bank accounts, budgets and investment powers (ss 25-31).

Mechanically, the Act:

Constitutes the School and vests property and legal capacity in it (s 4(2)-(3)); transitional provisions vest existing School assets and agreements in the new corporate entity (s 43(5)-(7)).
Specifies Board composition and appointment mechanics: Director and Vice‑Chancellor are ex officio members; at least 5 and no more than 9 external Board members are appointed by the Council and must represent specified skill areas (s 11).
Allocates appointment and confirmation powers between the Board and the Council: the Board nominates the Chair and Deputy Chair but the Council must confirm such nominations (s 13); the Board appoints the Director and other staff but the Council must confirm the Director’s appointment and terms (s 33).
Provides financial autonomy while excluding the School from being an Agency under the Financial Management Act 1995 (s 23), but requires Council and Treasurer approvals for most borrowing (s 30) and mandates budgets and business plans to be adopted within three months of each financial year (s 31).

NORTHERN TERRITORY OF AUSTRALIA MENZIES SCHOOL OF HEALTH RESEARCH ACT 1985 As in force at 1 January 2022 Table of provisions Part I Preliminary 1 Short title ......................................................................................... 1 2 Commencement .............................................................................. 1 3 Definitions ........................................................................................ 1 Part II Menzies School of Health Research 4 Establishment of School .................................................................. 2 5 Functions of School ......................................................................... 2 6 Powers of School............................................................................. 3 7 Members ......................................................................................... 4 8 Annual general meeting................................................................... 4 Part III Board 10 School to be controlled by Board..................................................... 5 11 Composition of Board ...................................................................... 5 12 Term of office .................................................................................. 6 13 Chairperson ..................................................................................... 6 14 Resignation of Board member ......................................................... 6 15 Vacation of office ............................................................................. 6 16 Disclosure of interest ....................................................................... 7 17 Meetings of Board ........................................................................... 8 18 Presiding at meetings ...................................................................... 9 19 Academic Standing Committee ....................................................... 9 20 Finance Committee ......................................................................... 9 21 Committees generally ...................................................................... 9 22 Annual report to be submitted to annual general meeting ............. 10 Part IV Finance 23 School not to be specified as agency for purposes of Financial Management Act 1995 .................................................................. 10 25 School accounts ............................................................................ 10 26 Proper accounts to be kept............................................................ 10 27 Gifts etc. and trust funds ............................................................... 11 28 Investment ..................................................................................... 11 29 Variation of terms of trust or gift .................................................... 12 30 Financial accommodation .............................................................. 14 31 Budget and business plan ............................................................. 14

Menzies School of Health Research Act 1985 ii 32 Financial report .............................................................................. 15 Part V Appointments, &c. 33 Appointments of Director and staff ................................................ 15 34 Consultants may be engaged ........................................................ 16 Part VI Miscellaneous 35 Trading, &c., corporations ............................................................. 16 36 Delegation ..................................................................................... 16 37 Terms of contract and execution of documents............................. 16 38 Protection of members, Board members etc. ................................ 17 39 Re-election or re-appointment ....................................................... 17 40 Validity of proceedings .................................................................. 17 41 No discrimination ........................................................................... 18 42 Rules ............................................................................................. 18 Part VII Transitional matters 43 Transitional matters for Menzies School of Health Research Act 1985 ........................................................................................ 19 44 Transitional matters for Menzies School of Health Research Amendment Act 2016 .................................................................... 20 ENDNOTES

NORTHERN TERRITORY OF AUSTRALIA

As in force at 1 January 2022

MENZIES SCHOOL OF HEALTH RESEARCH ACT 1985 An Act to establish as a body corporate the Menzies School of Health Research, and for related purposes Part I Preliminary 1 Short title This Act may be cited as the Menzies School of Health Research Act 1985. 2 Commencement This Act shall come into operation on a date to be fixed by the Administrator by notice in the Gazette. 3 Definitions In this Act, unless the contrary intention appears: Board means the Board of the School. Board member means a person holding office as a member of the Board under section 11. Chairperson means the Chairperson of the Board and includes the Deputy Chairperson while he or she is acting as the Chairperson. Charles Darwin University means the university of that name established by the Charles Darwin University Act 2003. Council means the Council of Charles Darwin University as defined in section 3 of the Charles Darwin University Act 2003. Deputy Chairperson means the Deputy Chairperson of the Board. Director means the Director of the School and includes a person for the time being acting in or performing the duties of the office of the Director.

Part II Menzies School of Health Research Menzies School of Health Research Act 1985 2 member means a Board member or a person appointed under section 7 as a member of the School. School means the Menzies School of Health Research established by section 4(1). Secretary means the person employed under section 33(5) as the Secretary of the School. Part II Menzies School of Health Research 4 Establishment of School (1) There is hereby established a School by the name of the Menzies School of Health Research. (2) The School: (a) is a body corporate with perpetual succession; (b) shall have a common seal; and (c) is capable, in its corporate name, of acquiring, holding and disposing of real and personal property and of suing and being sued. (3) All courts, judges and persons acting judicially shall take judicial notice of the common seal of the School affixed to a document and shall assume that it was duly affixed. 5 Functions of School The functions of the School are: (a) to promote improvement in the health of all people in tropical and central Australia by establishing and developing a centre of scientific excellence in health research and health education; (b) to advance knowledge in the fields of health research and health education, particularly in relation to human health, and to seek and discover the origins and causes of diseases and ill health; (c) to use the knowledge so gained to improve methods of prevention, diagnosis and the treatment of disease and ill health in both humans and animals;

Part II Menzies School of Health Research Menzies School of Health Research Act 1985 3 (d) to serve as a centre for learning and training in health research and health education; (e) to promote and encourage post graduate research into matters relating to the functions of the School within Charles Darwin University as a research school of that University or in co-operation with other medical or educational institutions; and (f) such other functions as the Board thinks fit. 6 Powers of School (1) Subject to this Act, the School has power to do all things that are necessary or convenient to be done for or in connection with, or incidental to, the performance of its functions and the exercise of its powers. (2) Without limiting the generality of subsection (1), the School may, for the purpose of carrying out its functions or exercising its powers, including a power conferred on it elsewhere in this Act: (a) enter into contracts; (b) purchase, take on lease or otherwise acquire and sell, grant leases of or otherwise dispose of, real or personal property; (c) erect buildings; (d) occupy, use and control any land or building owned or held under lease and made available for the purposes of the School; (e) act in association with an organization, society or other body having similar functions or objectives to those of the School; (f) obtain or raise money from any source by means of grants, subsidies, subscriptions, gifts, bequests, public appeals or other means; (g) subject to section 30, borrow money either without security or on the security of the whole or any part of the property of the School; (h) impose fees and other charges for services provided by the School, including fees in relation to awards of the School and tuition and examination fees; (j) create, develop, apply for, obtain and hold intellectual and industrial property and rights and enter into agreements or

Part II Menzies School of Health Research Menzies School of Health Research Act 1985 4 arrangements for the commercial exploitation of any such property and rights on such terms as to royalties, lump sum payments or otherwise as the Board thinks fit; (k) acquire property by way of gift inter vivos, bequest or devise and agree to any condition, not inconsistent with the functions of the School, attaching to any such gift, bequest or devise and act as trustee; and (m) except as provided by a condition agreed to by the Board on its acquisition of property or the terms of a trust subject to which property is held, invest the moneys of the School in such investments, and in such manner, as the Board thinks fit. 7 Members (1) The School shall consist of the Board members and the persons appointed under this section as members. (2) The Board may invite such persons as it thinks fit to be members of the School. (3) On the acceptance in writing of an invitation under subsection (2), the Board shall appoint a person to be a member. (4) A member who is not a Board member may resign his office as a member by writing signed by him and delivered to the Secretary but such resignation is not effective until accepted by the Board. 8 Annual general meeting (1) An annual general meeting of members shall be held as soon as practicable after the end of each financial year at such time and place as the Board thinks fit. (2) The business of the annual general meeting shall be to receive and consider the statement of receipts and expenditure of the School, the auditor's report on that statement and a report by the Board on the work of the School. (3) The manner of calling an annual general meeting and the procedures relating to the conduct of the meeting shall be as prescribed.

Part III Board Menzies School of Health Research Act 1985 5 Part III Board 10 School to be controlled by Board (1) The affairs of the School shall be conducted and controlled by the Board. (2) All acts and things done in the name or on behalf of the School by or with the authority, express or implied, of the Board shall be deemed to have been done by the School. 11 Composition of Board (1) The Board consists of: (a) the Director; and (b) the Vice Chancellor of Charles Darwin University; and (c) at least 5 Board members, but no more than 9 Board members, appointed by the Council. (2) The Council may appoint a person to be a Board member under subsection (1)(c) only if: (a) the Council is satisfied that the person has skills, knowledge and experience in one or more of the following areas: (i) commerce; (ii) financial management or accounting; (iii) law; (iv) marketing; (v) philanthropy; (vi) scientific, biomedical or clinical health research; and (b) the Council is satisfied that the person holds suitable qualifications, or has suitable knowledge or experience relating to the functions of the School. (3) Each of the areas mentioned in subsection (2)(a) must be represented at all times by the Board members appointed under subsection (1)(c).

Part III Board Menzies School of Health Research Act 1985 6 12 Term of office (1) Subject to this Act, a Board member appointed under section 11(1)(c) holds office for a term not exceeding 3 years, as the Council thinks fit and specifies in the instrument of appointment. (3) Subject to this Act, a person appointed as a Board member under section 11(1)(c) may be reappointed when the term of appointment expires. 13 Chairperson (1) The Board must nominate a Board member appointed under section 11(1)(c) to be the Chairperson of the Board. (2) The Board may nominate a Board member appointed under section 11(1)(c) to be the Deputy Chairperson of the Board. (3) The Council may confirm or refuse to confirm an appointment made under subsection (1) or (2). (4) No appointment made under subsection (1) or (2), or a term or condition in respect of any such appointment, is in force or has effect unless and until confirmed by the Council. 14 Resignation of Board member A Board member appointed under section 11(1)(c) may resign as a Board member by giving written notice to the Secretary. 15 Vacation of office A Board member appointed under section 11(1)(c) vacates office: (a) if the Board member becomes bankrupt, applies to take the benefit of a law for the relief of bankrupt or insolvent debtors, compounds with the Board member's creditors or makes an assignment of the Board member's remuneration for the Board member's benefit; or (b) if the Board member is convicted in the Territory of an offence punishable by imprisonment for 12 months or more, or is convicted elsewhere than in the Territory of an offence which if committed in the Territory would be an offence so punishable; or (c) if the Council receives a report from the Chief Health Officer, based on advice from 2 medical practitioners, that as a result of the member's mental illness, as defined in the Mental

Part III Board Menzies School of Health Research Act 1985 7 Health and Related Services Act 1998, the Board member has become incapable of performing the duties of a Board member and is unlikely to be able to perform the duties for the remainder of the Board member's term of appointment; or (d) if the Board member is absent for reasons other than illness or other unavoidable cause from 2 consecutive ordinary meetings of the Board of which reasonable notice has been given to the Board member personally or by post and the Board member is not, before the expiration of 6 weeks after the last of those meetings, excused by the Board for being absent from those meetings; or (e) if the Board member resigns from office; or (f) if the Board member knowingly contravenes or fails to comply with section 16. 16 Disclosure of interest (1) A Board member who has a direct or indirect pecuniary interest in: (a) a matter being considered or about to be considered at a meeting of the Board; or (b) a thing being done or about to be done by the Board, otherwise than as a member of, and in common with the other members of, an incorporated company consisting of not less than 25 members and of which he is not a director shall, as soon as possible after the relevant facts have come to his knowledge, disclose the nature of the interest at a meeting of the Board. (2) A disclosure by a Board member at a meeting of the Board that he: (a) is a member, or is in the employment, of a specified company or other body; (b) is a partner, or is in the employment, of a specified person; or (c) has some other specified interest relating to a specified company or other body or a specified person, shall be deemed to be a sufficient disclosure of the nature of the interest in any matter or thing relating to that company or other body, or to that person, which may arise after the date of the disclosure. (3) The Board shall cause particulars of all disclosures made under this section to be recorded in a book kept for the purpose and that

Part III Board Menzies School of Health Research Act 1985 8 book shall be open at all reasonable times to inspection by any person on payment of such fee, if any, as is determined from time to time by the Board. (4) After a Board member has, or shall be deemed to have, disclosed the nature of an interest in a matter or thing pursuant to this section, he shall not, unless the Board (in the absence of that Board member) otherwise determines: (a) be present during any deliberation of the Board, or take part in a decision of the Board, in relation to that matter; or (b) exercise a function under this Act in relation to that thing. (5) A contravention of or non-compliance with this section does not invalidate a decision of the Board or the exercise of a power or performance of a function under this Act. (6) Nothing in this section applies to or in relation to an interest of a Board member in a matter or thing which arises by reason only of his being a medical practitioner. (7) A reference in this section to the Board includes a reference to a committee of the Board and a reference to a Board member includes a reference to a member of a committee of the Board who is not a Board member. 17 Meetings of Board (1) The Chairperson shall call such meetings of the Board as are necessary for the exercise of its powers and the performance of its functions but so that the number of meetings held in a financial year is not less than 2. (2) The Chairperson shall call a meeting of the Board if requested to do so by not less than 50% of the Board members for the time being holding office. (3) At a meeting of the Board: (a) 50% of the Board members for the time being holding office constitute a quorum; (b) questions arising shall be determined by a majority of the votes of the Board members present and voting and, in the event of an equality of votes, the matter shall be deferred for consideration at the next meeting of the Board to be held on a subsequent day and, in the event of an equality of votes at that next meeting, the matter shall be taken to have been defeated; and

Part III Board Menzies School of Health Research Act 1985 9 (c) subject to this Act and the Rules made under section 42, the Board shall determine the procedure to be followed at or in connection with the meeting. 18 Presiding at meetings (1) Subject to subsection (2), the Chairperson or, in his absence, the Deputy Chairperson shall preside at all meetings of the Board at which he is present. (2) In the absence of the Chairperson or Deputy Chairperson, the Board members present at a meeting of the Board shall elect an acting chairperson and that person may exercise the powers and shall perform the functions of the Chairperson for that meeting. 19 Academic Standing Committee (1) The Board shall establish an Academic Standing Committee consisting of the Director, one other Board member and such other persons as the Vice-Chancellor of Charles Darwin University recommends should be appointed to the Committee. (2) The Academic Standing Committee shall advise the Board on all academic appointments and promotions and on such matters relating to the academic activities of the School as the Committee thinks fit or on which the Board requests advice. (3) The Academic Standing Committee shall advise the Board on arrangements for an external review of the academic and scientific activities of the School which review shall be conducted at intervals not exceeding 5 years. 20 Finance Committee (1) The Board must establish a Finance Committee. (2) Subject to the direction and control of the Board, the Finance Committee shall report to the Board on the financial position of the School, and on the management of the School's funds, at such intervals as the Board requires. 21 Committees generally (1) The Board may establish such other committees as it thinks fit. (2) A person may be appointed as a member of a committee established under this section or sections 19 or 20 whether or not he is a Board member.

Part IV Finance Menzies School of Health Research Act 1985 10 (3) Unless the Board otherwise directs, the Director shall be a member of each committee established by the Board. 22 Annual report to be submitted to annual general meeting As soon as practicable after the end of each financial year, the Board shall submit an annual report on the work, and the audited statement of receipts and expenditure, of the School for the financial year to the annual general meeting referred to in section 8(1) and to the Council. Part IV Finance 23 School not to be specified as agency for purposes of Financial Management Act 1995 The School is not, and is not capable of being, an Agency within the meaning and for the purposes of the Financial Management Act 1995. 25 School accounts (1) Subject to this Part, the Board must open and maintain the account or accounts with an ADI or ADIs as it thinks fit. (2) There shall be paid to the credit of the account or accounts referred to in subsection (1) all moneys received by the School. (3) Subject to the terms of a trust, money in an account referred to in subsection (1) shall be applied by or with the authority of the Board only for the purposes of the School. 26 Proper accounts to be kept (1) The Board shall cause to be kept proper accounts and records of the transactions and affairs of the School and shall do all things necessary to ensure that all payments out of the moneys of the School are correctly made and properly authorized and that adequate control is maintained over the assets of, or in the custody of, the School and over the incurring of liabilities by the School. (2) The Board must provide the Council with quarterly accounts of the operations of the School.

Part IV Finance Menzies School of Health Research Act 1985 11 27 Gifts etc. and trust funds (1) In exercising its powers to acquire, hold, deal with or dispose of real or personal property, the School may agree to and carry out the conditions of a gift, grant, bequest, devise, purchase, lease or other means whereby it acquires or holds property. (2) The Board may create and administer trust funds or other funds: (a) in connection with real or personal property held by it in accordance with subsection (1); or (b) for any other purpose, as it thinks fit. (3) If money is received by the School in accordance with subsection (1), it must be paid into a fund established by the Board under subsection (2) for that purpose. (4) If: (a) a fund referred to in subsection (3) is wound up; or (b) the School ceases to be endorsed as a deductible gift recipient under the Income Tax Assessment Act 1997 of the Commonwealth, the Board must transfer the balance of the fund (after paying the fund's liabilities, if any) to a fund, authority or institution that is endorsed as a deductible gift recipient under the Income Tax Assessment Act 1997 of the Commonwealth. 28 Investment (1) The Board may establish such investment common funds for the collective investment of trust or other moneys of or in the custody of the School as it thinks fit. (2) The Board may from time to time, without liability for breach of trust, bring into or withdraw from the investment common fund the whole or any part of moneys of the School trust moneys or other moneys held by or in the custody of the School. (3) Subject to subsections (4) and (5), the Board shall periodically distribute the income of each investment common fund among the funds participating in the common fund, having regard to the extent of the participation of each fund in the common fund during the relevant accounting period.

Part IV Finance Menzies School of Health Research Act 1985 12 (4) Where moneys received by the Board to be expended for a stated purpose have been brought into an investment account but cannot, or will not immediately, be expended for that purpose, the Board may pay into the general funds of the School the whole or any part of that part of the income of that investment common fund that is attributed to the participation of those moneys in that fund and which are not required for that stated purpose. (5) The Board may, as it thinks fit, add such portion of the income of an investment account as it thinks fit to the capital of the common fund or use such portion of that income as it thinks fit to establish or augment a fund or funds as a provision against capital depreciation or reduction of income. (6) Moneys of the School (whether forming part of a common fund or not), including moneys held on trust or subject to a condition, may be invested by the Board in an investment that the Treasurer is permitted to invest in under section 29 of the Financial Management Act 1995. (7) A power conferred on the Board by this section, or by a rule relating to investment of property, shall not be exercised by the Board in relation to a trust fund or other moneys where: (a) the investment creating the trust expressly directs to the contrary; or (b) the exercise of the power would constitute a breach of a condition under which the fund or moneys in question was or were acquired. 29 Variation of terms of trust or gift (1) In this section approved scheme means a scheme, with or without modification, approved under subsection (3) by the Council. (2) Where property is held by the School on terms requiring it or the income from the property to be applied for a purpose or purposes and: (a) the purpose or all or any of the purposes has or have been effected; (b) the purpose or all or any of the purposes has or have ceased to exist; (c) the purpose or all or any of the purposes has or have been adequately provided for by other means;

Part IV Finance Menzies School of Health Research Act 1985 13 (d) the purpose or all or any of the purposes is or are uncertain or cannot be identified or is or are not sufficiently defined; (e) it becomes impossible, impracticable or inexpedient to carry out the purpose or all or any of the purposes; or (f) the property or income from the property proves inadequate to carry out the purpose or all or any of the purposes, the Board may, subject to this section, cause to be prepared a scheme by which that property or any part or residue of that property shall be held on terms requiring the property or the income from the property to be applied for the purpose or purposes designated in the scheme. (3) A scheme under subsection (1) shall be submitted by the Board to the Council and on receipt of the scheme the Council may: (a) by notice in the Gazette: (i) approve the scheme; or (ii) approve the scheme with such modifications as he thinks fit; or (b) by notice in writing to the Board, refuse to approve the scheme. (4) Where, in relation to property or a part or residue of property held by the School there is in existence an approved scheme, the property, part or residue shall, in accordance with the approved scheme, be diverted from the purpose or purposes for which it was held and shall be held for the purpose or purposes as designated in the approved scheme. (5) In selecting a purpose for an approved scheme or for an amendment of an approved scheme, the School shall have a preference for a purpose which, in its opinion, is as nearly similar to the purpose or purposes for which the property concerned is, for the time being, held by the School as is consistent with useful and convenient achievement but such a scheme or amendment shall not be invalidated or otherwise prejudiced by reason only that another purpose may have more properly been selected by the Board in accordance with this subsection. (6) On its publication in the Gazette judicial notice shall be taken of an approved scheme and of all amendments of the scheme.

Part IV Finance Menzies School of Health Research Act 1985 14 (7) The powers conferred by this section are in addition to any other power or right exercisable in law in relation to property held by the School on trust. 30 Financial accommodation (1) Subject to subsection (2), for the purpose of providing financial accommodation for enabling the School to perform its functions, the Board may, with the prior approval of the Council and the Treasurer, obtain advances by way of loan: (a) from the Treasurer; (aa) from Charles Darwin University; (b) on overdraft from an ADI; or (c) from any other person, on such security at such rate of interest and subject to such other terms and conditions as the Board, with the approval of the Council and the Treasurer, thinks fit. (2) The Board may, without the prior approval of the Council and the Treasurer, obtain an advance by way of loan on overdraft from an ADI where the aggregate of that advance and all other such advances on overdraft from that or any other ADI obtained without the prior approval of the Council and the Treasurer does not exceed $50,000. 31 Budget and business plan The Board shall: (a) within 3 months of the commencement of each financial year – adopt a budget for the financial year for all funds of the School, other than those to which paragraph (b) relates, and shall approve all amendments to the budget, and shall control the expenditure of the School so that it conforms as nearly as practicable to the approved budget; (aa) within 3 months of the commencement of each financial year – approve a business plan for the financial year; and (b) review annually funds available to the School by way of bequest, donation or special grant and the expenditure thereof, and shall, subject to the terms of a trust and before any such expenditure is made, approve the proposed disposition of those funds.

Part V Appointments, &c. Menzies School of Health Research Act 1985 15 32 Financial report (1) The Director must, within 3 months after the end of a financial year: (a) prepare a report of the operations of the School during the financial year; and (b) forward the report to the Auditor-General. (2) The Auditor-General must: (a) audit the report forwarded under subsection (1)(b); and (b) forward the report and the report of the audit to the Minister and the Council. (3) The report of the Auditor-General under subsection (2) must accompany the report that he or she prepares under section 39(6) of the Charles Darwin University Act 2003. Part V Appointments, &c. 33 Appointments of Director and staff (1) Subject to subsection (4) and section 43(4), the Board must, on such terms and conditions as it thinks fit, appoint a Director who must, subject to the directions of the Board, be responsible to the Board for the financial and administrative management of the School, including the direction of all clinical, medical and scientific research and the teaching programmes of the School. (2) The Council may confirm or refuse to confirm an appointment made under subsection (1) or a term or condition in respect of such appointment. (3) No appointment made under subsection (1), or a term or condition in respect of any such appointment, is in force or has effect unless and until confirmed by the Council. (4) The appointment of the Director must not be terminated except by a resolution at a meeting of the Board passed by a majority of not less than two-thirds of the Board members entitled to be present at the meeting and to vote on the resolution. (5) The Board may employ, on such terms and conditions as it thinks fit, such other persons as it thinks necessary for the purposes of the School.

Part VI Miscellaneous Menzies School of Health Research Act 1985 16 34 Consultants may be engaged The Board may engage consultants to the School and make such arrangements to be provided with advice as it thinks fit. Part VI Miscellaneous 35 Trading, &c., corporations The Board may establish by registration in the Territory or elsewhere, or participate in the establishment of, such trading, research or other corporation as it thinks fit for the purpose of promoting or assisting, or in connection with the functions of, the School. 36 Delegation (1) The Board and, subject to the directions of the Board, the Director may, by instrument in writing, delegate to a person any of its or his powers and functions under this Act, other than this power of delegation and, in the case of the Board, the power to make Rules under section 42. (2) A power or function delegated under this section, when exercised or performed by the delegate, shall, for the purposes of this Act, be deemed to have been exercised or performed by the Board or the Director, as the case may be. (3) A delegation under this section does not prevent the exercise of a power or the performance of a function by the Board or the Director. (4) Where a power or function is delegated under this section by the Board to a member of the staff of the School, that power or function shall be deemed to have been delegated to the Director also. 37 Terms of contract and execution of documents (1) A deed, instrument, contract or agreement relating to any property or matter which, if made or executed by an individual, would by law be required to be in writing under seal may be made on behalf of the School in writing under the common seal of the School. (2) An instrument, contract or agreement relating to any property or matter which, if made by or between individuals would be required to be in writing signed by the parties to be charged therewith, may be made on behalf of the School in writing by a person acting under the authority, express or implied, of the Board.

Part VI Miscellaneous Menzies School of Health Research Act 1985 17 (3) A contract relating to any property or matter which, if made between individuals, would by law be valid although made by parol only (and not reduced to writing) may be made on behalf of the School by a person acting under the authority, expressed or implied, of the Board. (4) A contract entered into or an instrument, contract or agreement signed in relation to any property or obligation of the School shall be deemed to have been entered into or signed with the express authority of the Board if it is entered into or signed in accordance with a resolution of the Board for the time being in force. 38 Protection of members, Board members etc. No action or proceeding, civil or criminal, shall be commenced or lie against a member or Board member for or in respect of an act or thing done or omitted to be done in good faith: (a) by him in his capacity as a member or Board member; or (b) the School or the Board, in the exercise or purported exercise of a power, or the performance or purported performance of a function, under this Act. 39 Re-election or re-appointment Nothing in this Act shall prevent a person from being, at any time, re-appointed to an office or place under this Act if he is otherwise qualified or capable of holding that office or place. 40 Validity of proceedings No proceedings of the Board or of a committee of the Board, and no act done by the Director or a delegate of the Board or the Director, shall be invalidated by reason only of: (a) a defect in the appointment or nomination of, or of a disqualification of, a member or such a person; (b) a defect in the convening or conduct of a meeting of the Board or a committee of the Board; (c) there being a vacancy in the membership of the Board or a committee of the Board; (d) the fact that a person purporting to be a member of the Board or a committee of the Board by virtue of an office held by him did not hold that office;

Part VI Miscellaneous Menzies School of Health Research Act 1985 18 (e) the fact that a person purporting to be a member of the Board or a committee of the Board was not such a member; or (f) a contravention of or noncompliance with section 16 by a member of the Board or a committee of the Board. 41 No discrimination The School shall not discriminate against or in favour of a person on the grounds of that person's sex, religion, race, physical disability or political beliefs. 42 Rules (1) The Board may make rules, not inconsistent with this Act, prescribing matters: (a) required or permitted by this Act to be prescribed; or (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act, and in particular in relation to: (c) the meetings of the Board and the members; (d) the qualifications of the Director; (e) the functions of the Chairperson, Deputy Chairperson and Secretary; (f) the committees of the School and of the Board; (g) the meetings of committees established under section 21 or the Rules; (h) annual and other periodic reports; (j) the control of access to and use of land and buildings occupied by the School, including the control of vehicular and other traffic on such land and the parking of vehicles; and (k) the imposing of penalties, not exceeding $50, for a contravention of or failure to comply with the Rules. (2) Sections 63A to 63C of the Interpretation Act 1978 do not apply to Rules under this section.

Part VII Transitional matters Menzies School of Health Research Act 1985 19 (3) The Board shall, as soon as practicable publish in the Gazette a notice of the making of Rules under this section and of the place where copies of the Rules may be purchased or otherwise obtained. (4) Rules made under this section take effect from the date of publication of the notice under subsection (3) or, where a date later than the date of publication of that notice is provided for in the Rules, from the date so provided. Part VII Transitional matters 43 Transitional matters for Menzies School of Health Research Act 1985 (1) In this section: Authority means the University Planning Authority established by the University (Interim Arrangements) Act 1980. existing School means the Menzies School of Health Research declared under the University (Interim Arrangements) Act 1980, by instrument dated 17 January 1983 made under that Act by the Authority, to be established. (2) The persons who, immediately before the commencement of this Act, constituted the Board of the existing School shall, on that commencement and until the expiration of 6 months after that commencement, but subject to this Act, constitute the Board of the School and shall be Governors for the purposes of this Act. (3) The persons who, immediately before the commencement of this Act, were the Chairman and Deputy Chairman of the Board of the existing School shall, on and after that commencement until the election of the first Chairman and Deputy Chairman under section 13 of this Act, but subject to this Act, be the Chairman and Deputy Chairman respectively of the Board of the School. (4) The person who was, immediately before the commencement of this Act, the Director of the existing School shall, on and after that commencement, but subject to this Act, be the Director and shall be employed by the School on the same terms and conditions as applied to and in relation to him immediately before that commencement.

Part VII Transitional matters Menzies School of Health Research Act 1985 20 (5) Subject to subsection (6), all property and rights held on behalf and for the use of the existing School immediately before the commencement of this Act shall, on that commencement, by virtue of this section and without further assurance, be vested in the School. (6) All property and rights held in trust for or for a purpose of the existing School immediately before the commencement of this Act shall, on and after that commencement, by virtue of this section and without further assurance, be vested in and may be used and applied by the School for or for a purpose of the School subject to the same terms and conditions on which it or they were held in trust for the existing School and all documents relating to such property or rights shall be construed, with the necessary changes, as if the School were the existing School and the trust property had vested. (7) All agreements (including contracts of employment) entered into by or on behalf or for the benefit or purposes of the existing School and in force immediately before the commencement of this Act, and whether or not the rights, liabilities and obligations under those agreements could be assigned, shall have effect as if the School were a party to or affected by the agreement instead of the Authority or the existing School and as if, in relation to anything to be done on or after that commencement, for every reference (however worded and whether expressed or implied) in such an agreement to: (a) the Authority or the existing School, there were substituted a reference to the School; and (b) a member or officer or employee of the Authority or the existing School, there were substituted a reference to a corresponding member or officer or employee of the School. (8) No person shall be liable for a duty, fee or other charge in relation to the transfer or vesting of property effected by subsection (5) or (6) or an agreement affected by subsection (7). 44 Transitional matters for Menzies School of Health Research Amendment Act 2016 (1) The person who was, immediately before the commencement of the amending Act, the Director, continues to be the Director after the commencement.

Part VII Transitional matters Menzies School of Health Research Act 1985 21 (2) In this section: amending Act means the Menzies School of Health Research Amendment Act 2016. commencement means the commencement of the amending Act.

ENDNOTES Menzies School of Health Research Act 1985 22 ENDNOTES 1 KEY Key to abbreviations amd = amended od = order app = appendix om = omitted bl = by-law pt = Part ch = Chapter r = regulation/rule cl = clause rem = remainder div = Division renum = renumbered exp = expires/expired rep = repealed f = forms s = section Gaz = Gazette sch = Schedule hdg = heading sdiv = Subdivision ins = inserted SL = Subordinate Legislation lt = long title sub = substituted nc = not commenced 2 LIST OF LEGISLATION Menzies School of Health Research Act 1985 (Act No. 60, 1985) Assent date 12 December 1985 Commenced 16 December 1985 (Gaz S77, 16 December 1985) Statute Law Revision Act 1988 (Act No. 66, 1988) Assent date 22 December 1988 Commenced 22 December 1988 Financial Management (Consequential Amendments) Act 1995 (Act No. 5, 1995) Assent date 21 March 1995 Commenced 1 April 1995 (s 2, s 2 Financial Management 1995 (Act No. 4, 1995) and Gaz S13, 31 March 1995) Trustee (Consequential Amendments) Act 1996 (Act No. 8, 1996) Assent date 20 March 1996 Commenced 26 February 1996 (s 2, s 2 Trustee Amendment Act (No. 2) 1995 (Act No. 60, 1995) and Gaz G7, 14 February 1996, p 2) Financial Institutions (Miscellaneous Amendments) Act 1997 (Act No. 23, 1997) Assent date 2 June 1997 Commenced 2 June 1997 Territory Insurance Office (Miscellaneous Amendments) Act 1998 (Act No. 37, 1998) Assent date 27 May 1998 Commenced 27 May 1998 Mental Health and Related Services (Consequential Amendments) Act 1999 (Act No. 11, 1999) Assent date 25 March 1999 Commenced 1 February 2000 (Gaz G3, 26 January 2000, p 2)

ENDNOTES Menzies School of Health Research Act 1985 23 Corporations Reform (Consequential Amendments NT) Act 2001 (Act No. 17, 2001) Assent date 29 June 2001 Commenced 15 July 2001 (s 2, s 2 Corporations Act 2001 (Cth Act No. 50, 2001) and Cth Gaz S285, 13 July 2001) Statute Law Revision (Financial Provisions) Act 2002 (Act No. 38, 2002) Assent date 13 September 2002 Commenced 30 October 2002 (Gaz G43, 30 October 2002, p 3) Menzies School of Health Research Amendment Act 2003 (Act No. 46, 2003) Assent date 29 August 2003 Commenced 1 January 2004 (s 2) Statute Law Revision Act 2007 (Act No. 4, 2007) Assent date 8 March 2007 Commenced 8 March 2007 Menzies School of Health Research Amendment Act 2016 (Act No. 18, 2016) Assent date 8 June 2016 Commenced 17 October 2016 (Gaz S107, 17 October 2016, p 1) Statute Law Revision Act 2017 (Act No. 4, 2017) Assent date 10 March 2017 Commenced 12 April 2017 (Gaz G15, 12 April 2017, p 3) Interpretation Amendment Act 2021 (Act No. 28, 2021) Assent date 15 December 2021 Commenced 1 January 2022 (s 2) 3 SAVINGS AND TRANSITIONAL PROVISIONS s 23 Menzies School of Health Research Amendment Act 2003 (Act No. 64, 2003) 4 GENERAL AMENDMENTS General amendments of a formal nature (which are not referred to in the table of amendments to this reprint) are made by the Interpretation Legislation Amendment Act 2018 (Act No. 22, 2018) to: ss 1, 3, 15, 23, 28, 32, 42 and 43. 5 LIST OF AMENDMENTS s 3 amd No. 66, 1988, s 8; No. 46, 2003, s 4; No. 18, 2016, s 4 s 5 amd No. 66, 1988, s 8; No. 46, 2003, s 5 s 6 amd No. 66, 1988, s 8; No. 46, 2003, s 6 s 7 amd No. 46, 2003, s 7 s 9 rep No. 46, 2003, s 8 s 11 sub No. 46, 2003, s 9; No. 18, 2016, s 5 s 12 amd No. 46, 2003, ss 10 and 22; No. 18, 2016, s 6 s 13 sub No. 46, 2003, s 11 amd No. 18, 2016, s 7 s 14 amd No. 46, 2003, s 22 sub No. 18, 2016, s 8 s 15 amd No. 11, 1999, s 4; No. 46, 2003, s 22; No. 18, 2016, s 9

ENDNOTES Menzies School of Health Research Act 1985 24 ss 16 – 18 amd No. 46, 2003, s 22 s 19 amd No. 46, 2003, s 12 s 20 amd No. 46, 2003, s 13 s 21 amd No. 46, 2003, s 22 s 22 amd No. 46, 2003, s 14; No. 18, 2016, s 15 s 23 sub No. 5, 1995, s 19 s 24 rep No. 46, 2003, s 15 s 25 amd No. 23, 1997, s 6; No. 37, 1998, s 4; No. 38, 2002, s 6; No. 4, 2017, s 34 s 26 amd No. 46, 2003, s 16; No. 18, 2016, s 15 s 27 amd No. 46, 2003, s 17 s 28 amd No. 8, 1996, s 3; No. 46, 2003, s 18 s 29 amd No. 18, 2016, s 10 s 30 amd No. 38, 2002, s 6; No. 46, 2003, s 19; No. 18, 2016, s 15 s 31 amd No. 46, 2003, s 20 s 32 sub No. 5, 1995, s 19; No. 46, 2003, s 21; No. 18, 2016, s 15 s 33 amd No. 46, 2003, s 22; No. 18, 2016, s 11 s 35 amd No. 17, 2001, s 21 s 38 amd No. 46, 2003, s 22 s 42 amd No. 46, 2003, s 22; No. 4, 2007, s 7; No. 28, 2021, s 20 pt VII hdg ins No. 18, 2016, s 12 s 43 amd No. 18, 2016, s 13 s 44 ins No. 18, 2016, s 14

1 Menzies School of Health Research Act 1985

Statutory corporate body and functions. The School is a statutory body corporate with powers to acquire, hold and dispose of property, to sue and be sued, and to act through a common seal (s 4). Its core statutory functions are promoting health research and education focused on tropical and central Australia, advancing and applying knowledge to prevention, diagnosis and treatment, training and postgraduate research, and co‑operation with Charles Darwin University and other institutions (s 5).

Board governance and Council oversight. The Board conducts and controls the affairs of the School (s 10). Composition is a mix of ex officio members (Director; Vice‑Chancellor of Charles Darwin University) and Council‑appointed external members (s 11). The Board nominates its Chair and Deputy Chair from among Council‑appointed members, but those nominations do not take effect unless confirmed by the Council (s 13(1)-(4)). The Council also has a confirmation role for the Director’s appointment and terms (s 33(2)-(3)). These mechanisms create a two‑tier decision path: the Board acts operationally, while the Council retains appointment confirmation and scheme approval roles (for trust variations, s 29).

Financial autonomy with statutory constraints. The School manages its own accounts and investments (ss 25-26, 28), may raise funds through grants, donations, fees and commercialisation of IP (s 6(f), (h), (j)), and may borrow subject to Council and Treasurer approval (s 30). Importantly, the School is explicitly excluded from being an Agency under the Financial Management Act 1995 (s 23), placing it outside that statutory financial framework, but its investment powers are expressly tied to what the Treasurer is permitted to invest in under the Financial Management Act (s 28(6)). The Board must adopt an annual budget and business plan within three months of the start of each financial year (s 31).

Trusts, gifts and variation powers. The School can accept gifts and hold property on trust and may establish investment common funds for collective investment of trust monies (ss 27-28). Where trust purposes become impossible, impracticable or otherwise inappropriate, the Board may prepare a scheme to vary the terms; such schemes require Council approval and are published in the Gazette to take effect (s 29).

Accountability, reporting and audit. The Director must prepare an annual report of operations and forward it to the Auditor‑General within three months after year end (s 32(1)). The Auditor‑General audits and forwards the audited report to the Minister and the Council (s 32(2)). The Board must submit its annual report and audited financial statements to the annual general meeting and to the Council (s 22).

Operational flexibilities. The School has express power to engage consultants, to establish or participate in trading or research corporations, to commercialise IP and to impose fees for awards and tuition (ss 6, 34-35). The Board may delegate most powers and functions (s 36). The Act also empowers the Board to make Rules for internal matters, including imposing administrative penalties up to $50 for rule breaches (s 42).

Legal protections and validity safeguards. Officers and members acting in good faith are insulated from civil or criminal proceedings in respect of acts done under the Act (s 38). Proceedings and acts are preserved against challenges that would otherwise invalidate them based on appointment defects, meeting convening defects, or certain non‑compliances (s 40). Disclosure of pecuniary interest is required and recorded; non‑compliance does not automatically invalidate Board decisions (s 16(1), (3), (5)).

Transitional continuity. The Act contains transitional provisions to carry across existing School assets, contracts and personnel into the statutory School on commencement (s 43). An amendment in 2016 preserved continuity of the incumbent Director on amendment commencement (s 44).

The Act creates legal roles and obligations for identifiable groups. The School itself is the primary legal entity affected; its functions, property, powers and obligations are governed by the Act (s 4). The Board is central: Board members and Board governance are the instruments through which the School operates (ss 10-21). The Director and staff are affected by the statutory appointment, reporting and management scheme: the Director is responsible to the Board for administrative and financial management and oversight of research and teaching (s 33(1)) and the Director must prepare the annual report (s 32(1)).

Charles Darwin University and its Council are materially affected. The Council appoints between 5 and 9 Board members (s 11(1)(c)), must be satisfied as to candidates’ skills and experience in specified areas (s 11(2)), must confirm the Board’s nominations for Chair and Deputy Chair (s 13(3)-(4)), and must confirm the Director’s appointment and terms (s 33(2)-(3)). The Council also receives the Board’s annual report and the audited financial statements (s 22), and must approve any variation scheme prepared under s 29 for trust properties (s 29(3)). The Council therefore exercises both appointment and approbation oversight over significant governance decisions.

The Auditor‑General and Minister. The Director forwards the annual report to the Auditor‑General (s 32(1)(b)). The Auditor‑General audits it and forwards the audited report to the Minister and the Council (s 32(2)). This creates a reporting line into public audit and ministerial oversight realms.

Funding sources and third parties. The Act contemplates interaction with donors, grantors and fee‑paying students or users. The School may raise money by grants, subsidies, subscriptions, gifts, bequests and public appeals (s 6(f)), impose tuition and examination fees (s 6(h)), and accept gifts on trust subject to conditions (s 27). Donors and funders are therefore affected because their conditional gifts may be accepted and managed by the School, and there is a statutory process to vary trust terms (s 29). Entities entering into contracts with the School deal with a corporate statutory body (s 4(2)(c)), and contracts are validated by Board resolution or authorised signatory arrangements (s 37).

Creditors and lenders. The School may borrow from the Treasurer, from Charles Darwin University, from authorised deposit‑taking institutions (ADIs) and others, but most borrowing requires prior approval from the Council and the Treasurer (s 30). Lenders must therefore engage with the School subject to these approval constraints. Overdrafts up to $50,000 may be obtained without prior approval (s 30(2)).

Researchers, students and clinical partners. The School’s functions cover research, postgraduate training and clinical research (s 5). The Academic Standing Committee advises the Board on academic appointments, promotions and external review arrangements (s 19). Academic staff and postgraduate students will be affected by the School’s rules, appointments and academic review cycles.

Board members’ personal duties and liabilities. Board members must disclose direct or indirect pecuniary interests in Board matters (s 16). Vacation of office is triggered by bankruptcy, certain convictions, incapacity on medical advice, non‑attendance or contravention of s 16 (s 15). Board members are protected against civil and criminal proceedings for acts done in good faith under the Act (s 38), but the Act also prescribes disclosure and exclusion from deliberation where interests arise (s 16(1), (4)).

Other public laws and the Treasurer. The Act expressly disapplies Agency status under the Financial Management Act 1995 (s 23), but the Treasurer retains a role in authorising investment vehicles by reference (s 28(6)) and in approving most borrowing (s 30). This creates an arena where Treasury and financial regulatory frameworks materially influence the School’s financial operations.

Board duties and control. The Board conducts and controls the School’s affairs (s 10(1)). It must ensure proper accounts and records are kept, maintain controls over payments and assets, and provide quarterly accounts to the Council (s 26). The Board must submit an annual report and audited financial statements to the annual general meeting and to the Council (s 22). The Board is also responsible for adopting a budget and business plan within three months of the start of each financial year and controlling expenditure to conform as nearly as practicable to the approved budget (s 31).

Director’s duties and reporting. The Director is responsible to the Board for financial and administrative management, including direction of clinical, medical and scientific research and teaching programmes (s 33(1)). The Director must prepare an annual report of operations and forward it to the Auditor‑General within three months of year end (s 32(1)). The Auditor‑General audits and forwards the report to the Minister and the Council (s 32(2)).

Conflict of interest and disclosure. A Board member with a direct or indirect pecuniary interest in a matter must disclose the nature of that interest as soon as possible at a Board meeting and particulars must be recorded in a book open for inspection (s 16(1), (3)). After disclosure, the member must not be present during deliberation or vote on the matter unless the Board, in the absence of that member, otherwise determines (s 16(4)). These requirements extend to committee members (s 16(7)). Notably, a contravention of s 16 does not invalidate Board decisions (s 16(5)).

Financial duties and constraints. The Board must open and maintain accounts with ADIs and ensure all moneys received are paid to those accounts and applied for School purposes subject to trusts (s 25). The Board must keep proper accounts and submit quarterly accounts to the Council (s 26). It must adopt a budget and business plan within three months of the financial year commencing (s 31). Borrowing is commonly subject to prior Council and Treasurer approval (s 30(1)); only limited overdraft borrowing up to $50,000 may be taken without those approvals (s 30(2)).

Trust and gift administration. The Board may accept gifts and hold property on trust and must pay received money into a fund established for that purpose (s 27(1)-(3)). If the School ceases to be endorsed as a deductible gift recipient or a fund is wound up, the balance must be transferred to an entity endorsed as a deductible gift recipient under the Commonwealth Income Tax Assessment Act 1997 (s 27(4)).

Investment and commercial rights. The Board may create collective investment funds and distribute income among participating funds (s 28(1)-(3)). The Board may invest School moneys in investments the Treasurer is permitted to invest in under s 29 of the Financial Management Act 1995 (s 28(6)). The School has specific commercial powers including entering into contracts, acquiring and disposing of property, erecting buildings, imposing fees for services and commercialising intellectual property on such terms as the Board thinks fit (s 6(a)-(m), including s 6(j) on IP).

Rules and minor sanctions. The Board may make Rules to carry out the Act and may impose penalties not exceeding $50 for contravention of, or failure to comply with, the Rules (s 42(1)(a), (b) and (k)). Rules must be published in the Gazette and copies obtainable (s 42(3)-(4)).

Protections and delegation. Members and officers acting in good faith are protected from civil and criminal proceedings for acts under the Act (s 38). The Board and, subject to its directions, the Director may delegate powers and functions by instrument in writing except the power of delegation itself and the Board’s rule‑making power (s 36).

Appointment and removal mechanics. The Council appoints Board members (s 11). A Board member appointed by the Council may resign by written notice to the Secretary (s 14). The Director’s appointment may not be terminated except by a Board resolution passed by at least two‑thirds of the Board members entitled to vote (s 33(4)). The Council may confirm or refuse to confirm appointments and terms of the Director and the Chair and Deputy Chair (ss 13(3)-(4), 33(2)-(3)).

Validity and procedural indemnities. Proceedings and acts are not to be invalidated solely by defects in appointment, meeting convening, vacancies, mistaken office holding or certain non‑compliance with s 16 (s 40). This grants stability to Board decisions despite procedural irregularities.

Statutory penalties. The Act itself prescribes a narrow monetary penalty power tied to Rules. The Board may make Rules and impose penalties not exceeding $50 for contraventions or failures to comply with those Rules (s 42(1)(k)). That is the only express penal sanction in the Act text provided.

Disqualification and vacation of office. Enforcement of governance standards occurs through automatic vacation of office in specific circumstances: bankruptcy or insolvency events (s 15(a)); conviction in the Territory for an offence punishable by 12 months imprisonment or equivalent convictions elsewhere (s 15(b)); medical incapacity reported by the Chief Health Officer based on two medical practitioners’ advice (s 15(c)); absence from two consecutive ordinary meetings without leave (s 15(d)); resignation (s 15(e)); and knowingly contravening or failing to comply with the disclosure obligations in s 16 (s 15(f)). These mechanisms remove Board members from office rather than impose fines.

Disclosure and exclusion. The Act requires disclosure of pecuniary interests (s 16(1)). After disclosure, the member must absent themself from deliberation and decision on the relevant matter unless the Board, in the member’s absence, otherwise determines (s 16(4)). The Board is required to keep a register of disclosures, which is open for inspection for a fee (s 16(3)). Non‑compliance with s 16 does not, however, invalidate decisions of the Board (s 16(5)), limiting the consequence to personal or administrative remedies rather than automatic nullity.

Audit and reporting as an enforcement channel. Financial and operational oversight is exercised through audit and reporting. The Director must prepare an annual operations report and forward it to the Auditor‑General within three months of the financial year end (s 32(1)). The Auditor‑General audits and forwards the audited report to the Minister and the Council (s 32(2)). The Board must also submit audited financial statements and its annual report to the annual general meeting and to the Council (s 22). These reporting obligations create opportunities for external scrutiny and administrative follow up by the Auditor‑General, Minister and Council.

Financial approvals and Treasurer involvement. Borrowing and financial accommodation are subject to prior approval by the Council and the Treasurer except for overdrafts up to $50,000 without prior approval (s 30). This creates an enforcement checkpoint: the Treasurer’s approval is required for significant borrowing and thus acts as a gatekeeper on risky financing arrangements.

Protections limiting enforcement risk. The Act shields members and Board members from civil or criminal proceedings for acts done in good faith in the exercise of powers or performance of functions under the Act (s 38). This protection reduces personal litigation risk for acting officers but does not immunise wilful misconduct or bad faith.

Validity safeguards reduce remedial remedies. Section 40 prevents invalidation of Board or committee proceedings and acts by reason only of defects in appointment, convening, vacancies, false pretence of office or a contravention of s 16. This section narrows the available legal remedies to set aside decisions or transactions, thereby shifting enforcement predominantly toward removal, internal discipline, reporting and Auditor‑General processes rather than judicial nullification in many cases.

Criminal exposure and removal. Conviction of an offence punishable by imprisonment of 12 months or more triggers vacation of office (s 15(b)). That creates a threshold for criminal enforcement that has direct governance consequence.

Rule enforcement. The Board’s Rules provide the primary instruments for internal regulation and may include procedural and access provisions, qualifications, committee governance and control of land and buildings, with limited monetary penalties (s 42(1)(c)-(k)). Rule drafting and enforcement therefore are internal regulatory levers where compliance failures will be managed administratively, unless conduct escalates to criminal or civil liability outside the Act.

Charles Darwin University Act 2003. The Act expressly ties the School to Charles Darwin University and its Council. The Vice‑Chancellor of Charles Darwin University is an ex officio Board member (s 11(1)(b)). The Council appoints the external Board members and must be satisfied as to their skills and qualifications (s 11(1)(c)-(2)). The Academic Standing Committee appointments include persons recommended by the Vice‑Chancellor (s 19(1)). The Council receives the School’s annual report and audited financial statements (s 22). The Director’s appointment and the Chair and Deputy Chair nominations require Council confirmation (ss 13(3)-(4), 33(2)-(3)). The Act therefore integrates the School into the University governance ecosystem while preserving statutory autonomy for the School.

Financial Management Act 1995. The School is explicitly not an Agency within the meaning of the Financial Management Act 1995 (s 23). Nonetheless, the Act cross‑references the Financial Management Act by linking the School’s investment powers to investments the Treasurer is permitted to make under s 29 of the Financial Management Act (s 28(6)). The Treasurer’s role in approving borrowing under s 30 mirrors the Treasurer’s financial oversight function. Consequently, while the School sits outside the Agency regime, its investment and significant borrowing activities are influenced by the Financial Management Act’s investment permissions and Treasury oversight.

Income Tax Assessment Act 1997 (Commonwealth). The Act contemplates the School holding funds that may be endorsed as deductible gift recipients under the Commonwealth Income Tax Assessment Act 1997. If a fund is wound up or the School ceases to be endorsed, balances must be transferred to a fund or institution endorsed under that Commonwealth Act (s 27(4)). This creates a compliance pathway to Commonwealth taxation and gift‑deduction regimes.

Mental Health and Related Services Act 1998. Vacation of a Board member’s office can be triggered by a Council receiving a report from the Chief Health Officer that, based on two medical practitioners, the member has a mental illness as defined under the Mental Health and Related Services Act 1998 and is incapable of performing duties (s 15(c)). This links incapacity determinations for governance removal to statutory medical definitions in a separate Territory Act.

Interpretation Act and subordinate legislation. The Act includes a specific private rule‑making power but exempts those Rules from ss 63A-63C of the Interpretation Act 1978 (s 42(2)), indicating that certain standard Interpretation Act procedures do not apply to the School’s Rules. Amendments to the Act and formal changes have used the Interpretation Legislation Amendment Act processes over time (endnotes).

Auditor‑General and public sector audit framework. The Auditor‑General audits the Director’s forwarded annual report and sends the audited report to the Minister and the Council (s 32). The Act requires the Auditor‑General’s report to accompany the Auditor‑General’s report under s 39(6) of the Charles Darwin University Act 2003 (s 32(3)), indicating integration with the University’s audited reporting. This situates the School within the Territory’s public audit architecture even though it is not an Agency under the FMA.

Trust law and courts. The Act gives the Board authority to accept and administer trust funds and to create schemes to vary trust purposes where statutorily allowed conditions exist (s 27, s 29). Approved schemes are published in the Gazette and have legal effect (s 29(3)-(6)). The Act also preserves any other legal rights or powers the School may have in relation to trust property (s 29(7)). These provisions interact with private trust law and may require application of general trust principles when interpreting terms and schemes.

Corporations and trading entities. The Board may establish or participate in trading, research or other corporations registered in the Territory or elsewhere (s 35). Where it does so, those corporations will be governed by the Corporations Act and other applicable corporate law regimes; the Act does not displace general corporate regulation but authorises participation.

Commonwealth taxation and deductible gift recipient rules. The operation of s 27(4) ties the School’s handling of gift funds to Commonwealth taxation endorsement status, creating an intersection between Territory statutory powers and Commonwealth taxation law.

Other Territory Acts referenced. The Act explicitly references several Territory Acts for administrative effect: the Mental Health and Related Services Act 1998 for incapacity (s 15(c)), and the Charles Darwin University Act 2003 for Council definitions and reporting integration (throughout Parts III and V). Amendments and transitional arrangements also reference a range of Territory amendment and interpretation Acts in the endnotes.

The endnotes list legislative amendments and formal changes from 1988 through to 2021. Key milestones recorded in the source include:

1985: Original Act (Act No. 60, 1985), assented 12 December 1985, commenced 16 December 1985 (endnotes).
1988: Statute Law Revision Act 1988 amended s 3 (endnotes s 3).
1995: Financial Management (Consequential Amendments) Act 1995 amended s 23 and other formal adjustments tied to the Financial Management Act (endnotes s 23; list shows commencement 1 April 1995).
1996: Trustee (Consequential Amendments) Act 1996 made amendments recorded in the endnotes (s 28 amended by No. 8, 1996).
1997, 1998, 1999, 2001: Series of technical and consequential amendments (Financial Institutions 1997, Territory Insurance 1998, Mental Health and Related Services 1999, Corporations Reform 2001) updated financial and governance provisions (see endnotes s 25, s 15, ss 15 and 28, s 35).
2002-2004: Statute Law Revision (Financial Provisions) Act 2002 and the Menzies School of Health Research Amendment Act 2003 (Act No. 46, 2003) effected substantive changes. The 2003 amendments appear numerous in the endnotes, replacing and updating sections: s 11 substituted (2003 s 9), s 12 amended (2003 s 10 and s 22), s 13 substituted (2003 s 11), changes to ss 16-18, 19-22, 25-33, 35, 38, 42 and others. The 2003 amendments also updated transitional and committee provisions (endnotes indicate many sections with "amd No. 46, 2003, s 22" etc).
2007: Statute Law Revision Act 2007 made formal changes (endnotes).
2016: Menzies School of Health Research Amendment Act 2016 (Act No. 18, 2016), assented 8 June 2016, commenced 17 October 2016. The 2016 amending Act made several notable adjustments: s 11 substituted (No. 46, 2003, s 9; No. 18, 2016, s 5), s 12 amended (No. 18, 2016, s 6), s 13 amended (No. 18, 2016, s 7), s 14 substituted (No. 18, 2016, s 8), s 15 substituted (No. 18, 2016, s 9), s 22 amended (No. 18, 2016, s 15), s 29 amended (No. 18, 2016, s 10), and new transitional measures in Pt VII and s 44 preserving the incumbent Director (s 44 inserted by No. 18, 2016, s 14). The endnotes refer to specific amendments in many sections made by the 2016 Act.
2017: Statute Law Revision Act 2017 made formal amendments (endnotes).
2018: Interpretation Legislation Amendment Act 2018 made formal amendments of a technical nature to various sections as indicated in the endnotes (endnote 4).
2021: Interpretation Amendment Act 2021 amended s 42 among others and commenced 1 January 2022 (endnotes list No. 28, 2021, s 20).

The endnotes provide a running list of amendments by section and the amending Acts. Specifics recorded include the substitution of whole sections (for example, s 11 substituted by the 2003 Act, then further amended in 2016), and the insertion of transitional provisions with the 2016 Amendment Act (s 44). The 1995 and 2002-2003 amendments reflect alignment with Territory financial and trustee frameworks and the Corporations regime shift in 2001 is recorded as affecting s 35.

Where the Act ties to external statutes (Financial Management Act 1995, Income Tax Assessment Act 1997, Charles Darwin University Act 2003), amendments have followed changes in those frameworks, as reflected in the amendment table. The endnotes do not record the content of the amendments beyond which sections were altered and by which Acts; to assess precise textual changes practitioners must consult the specific amending Acts cited in the endnotes.

The text provided contains no references to judicial decisions, litigation outcomes or case law interpreting the Act. The Act itself contains provisions intended to limit litigation or nullity in certain procedural circumstances: for example, s 16(5) states that contravention of s 16 does not invalidate Board decisions; s 38 grants protection from civil and criminal actions for acts done in good faith; and s 40 provides that proceedings or acts shall not be invalidated by defects in appointment, convening, vacancies, or certain non‑compliance. These subsections are structural, indicating a legislative preference for administrative remedies and internal governance redress rather than litigation as the primary corrective mechanism.

Given the absence of case citations or reported litigation in the source, there is no recorded judicial interpretation of the Act within the material provided. Practitioners seeking litigation history or judicial construing of key provisions such as the disclosure regime (s 16), the limits of the Director’s removal (s 33(4)), the Council’s confirmation powers (ss 13, 33), the variation of trust schemes (s 29), or interactions with the Financial Management Act (s 23, s 28(6)) will need to consult Territory and Federal law reporting services or databases for any cases not contained in the Act text. The Act’s drafting anticipates potential legal challenges,hence the validity protection in s 40,but the provided instrument does not document whether those protections have been litigated or how courts have treated them.

For litigation risk assessment, note that the Act embeds alternative enforcement and oversight channels (Auditor‑General audits s 32; Council confirmation and oversight ss 11-13, 33; Treasurer approval for borrowing s 30; register of disclosures s 16(3)) that create administrative paths for dispute resolution and compliance action. The absence of statutory civil penalties (beyond a modest Rule penalty up to $50, s 42(1)(k)) reduces the Act’s use as a direct instrument for monetary enforcement. Any recourse to courts would likely arise from external obligations (contract disputes under s 37, trust law challenges to s 29 schemes, or tort and statutory causes outside the Act), rather than from monetary penalties embedded in the Act itself.

Council confirmation traps. The Board nominates the Chair and Deputy Chair and appoints the Director, but such appointments have no legal effect until the Council confirms them (ss 13(1)-(4), 33(2)-(3)). A Board that acts on a nomination or appointment before Council confirmation risks relying on an officeholder lacking statutory authority to act. The Act does not validate such appointments absent confirmation.

Disclosure non‑compliance does not nullify decisions. Section 16 requires disclosure of pecuniary interests and prescribes exclusion from deliberation, but s 16(5) provides that contravention of s 16 does not invalidate a Board decision. This is a two‑edged point: a member who fails to disclose may be removed under s 15(f) if the failure is knowing, but third parties dealing with the School cannot necessarily rely on nullification of decisions as a remedy. Practitioners should note that remedies may be limited despite the disclosure breach.

Limited statutory penalties. The Act’s only explicit monetary penalty is for Rule breaches and is capped at $50 (s 42(1)(k)). Regulatory non‑compliance therefore will not attract significant fines under the Act itself; enforcement is instead through removal, audit, Council action or recourse to other laws. Entities expecting robust monetary sanctions for non‑compliance will not find them here.

Not an Agency but financial constraints apply. Although s 23 states the School is not an Agency for the Financial Management Act 1995, the Act nevertheless ties investment powers to what the Treasurer may invest in under that Act (s 28(6)) and requires Treasurer approval for most borrowing (s 30). Practically, being outside the Agency regime does not mean the School operates without Treasury interface for material financial matters.

Board composition and representation requirement. The Council may appoint between 5 and 9 Board members (s 11(1)(c)), but s 11(2)(a) requires that the Council be satisfied that appointed persons collectively provide skills in specified areas (commerce, finance/accounting, law, marketing, philanthropy, scientific/biomedical/clinical health research). Subsection (3) requires each listed area to be represented at all times by appointed Board members. That creates a continuity burden on the Council and the School: vacancies or turnovers must be managed to preserve representation in those discrete skill areas.

Rules not subject to some Interpretation Act provisions. Section 42(2) states that ss 63A to 63C of the Interpretation Act 1978 do not apply to Rules under s 42. Practitioners must check exactly which Interpretation Act procedures are excluded; the Act’s private rule‑making regime therefore may have atypical publication or tabling consequences compared with other Territory subordinate instruments.

Trust variation requires Council approval and Gazette publication. Section 29 allows the Board to prepare a scheme to vary trust terms in specified circumstances, but the scheme must be submitted to the Council and the Council may approve, modify or refuse it; approved schemes take effect on Gazette publication and judicial notice is taken (s 29(3), (6)). Trust reform therefore depends on the Council’s appetite and the time taken for Gazette publication.

Vacancy triggers include medical incapacity process. A Board member may vacate office if the Council receives a Chief Health Officer report based on advice of two medical practitioners that the member, by reason of mental illness as defined in the Mental Health and Related Services Act 1998, is incapable and unlikely to recover during the term (s 15(c)). This ties governance removal to a medical reporting process with potential privacy and procedural implications.

Delegation caveats. The Board may delegate powers but not the power to make Rules or the delegation power itself (s 36(1)). Delegations to staff are deemed to include delegation to the Director (s 36(4)). Confusion can arise if delegations are not expressly documented in writing, since the Act requires a written instrument.

Protections for good faith acts. Section 38 protects members acting in good faith from civil or criminal action for acts done under the Act. This protection does not cover bad faith or wilful misconduct. Parties seeking remedies may therefore be constrained if members genuinely believe they acted under statutory authority.

Validity provisions limit judicial remedies. Section 40 prevents invalidation of decisions for common procedural defects. While this protects the School’s transactions, it reduces the efficacy of judicial review on those grounds, shifting dispute resolution toward administrative channels and requiring careful consideration of alternative causes of action.

Audit timing and requirement. The Director must forward the annual operations report to the Auditor‑General within three months after the financial year end (s 32(1)). Late or incomplete reports may trigger administrative follow up given the Auditor‑General’s role, but the Act provides specific timeframes that must be met.

Commercialisation and IP powers are broad. Section 6(j) gives the Board the power to create, apply for, obtain, hold and commercialise intellectual property on terms as to royalties and lump sums as the Board thinks fit. Without further internal governance limits, the Board’s IP commercialisation deals may have material financial and reputational consequences that require careful conflict of interest management under s 16.

Governance checklist

Board composition and appointments: Ensure the Council has appointed between 5 and 9 external Board members and that appointments reflect the required skill areas listed in s 11(2)(a). Maintain contemporaneous records demonstrating the Council’s satisfaction as to skills and qualifications (s 11).
Chair and Deputy Chair: The Board must nominate a Chair and may nominate a Deputy Chair from among Council‑appointed members, but do not treat the nomination as effective until the Council confirms it in writing (s 13(1)-(4)).
Quorum and meetings: Hold at least two Board meetings each financial year (s 17(1)). Ensure meetings have a quorum of 50% of Board members in office (s 17(3)(a)). Record minutes and votes, and defer tied votes to the next meeting as required (s 17(3)(b)).

Conflict of interest and disclosure

Document disclosure: Require all Board and committee members to disclose direct or indirect pecuniary interests immediately at meetings and ensure particulars are entered in the disclosure book that is open for inspection on payment of the Board’s fee (s 16(1), (3)).
Manage participation: Exclude disclosing members from deliberation and decision on the relevant matter unless the Board, absent that member, decides otherwise (s 16(4)). Keep formal motions on whether to permit participation in the minutes.

Financial compliance

Accounts and records: Open and maintain accounts with ADIs, pay all moneys into those accounts, and maintain proper accounts and records for all transactions (ss 25(1)-(2), 26(1)).
Quarterly reporting: Provide quarterly accounts of operations to the Council (s 26(2)) and retain supporting documentation to facilitate audit.
Budget and business plan: Adopt a budget and approve a business plan within three months of the financial year commencing each year, and control expenditure to conform as nearly as practicable to the approved budget (s 31(a), (aa)). Review funds arising from bequests and donations annually and approve proposed dispositions (s 31(b)).
Borrowing approvals: Obtain prior Council and Treasurer approval for loans other than overdrafts up to $50,000 which may be obtained without prior approvals (s 30(1)-(2)). Maintain records of approvals and loan terms.

Trusts, gifts and investments

Dedicated funds: Pay gifted monies into funds established for that purpose and administer trust funds in accordance with their terms (s 27(3)). If the School ceases to be endorsed as a deductible gift recipient, transfer residual fund balances to an endorsed recipient (s 27(4)).
Investment policy: Operate investment common funds as permitted by s 28 and ensure investments are consistent with any express directions in trust instruments and with investments permitted for Treasurer investment under s 29 of the Financial Management Act 1995 (s 28(6)). Maintain distribution policies and capitalisation decisions as recorded.

Annual reporting and audit

Director’s report: The Director must prepare a report of the School’s operations and forward it to the Auditor‑General within three months after the end of the financial year (s 32(1)). Plan internal timetables to meet this deadline.
Auditor‑General process: Facilitate the Auditor‑General’s audit and provide all requested documentation. The Auditor‑General forwards the audited report to the Minister and the Council (s 32(2)), so ensure governance arrangements are ready to respond to audit findings.

Rules and sanctions

Rule‑making: If the Board makes Rules, ensure they are not inconsistent with the Act and that Rule instruments are published in the Gazette with details of where copies can be obtained (s 42(1), (3)-(4)). Note penalties for Rule breaches are limited to $50 (s 42(1)(k)).
Recordkeeping: Keep a register of Rules, sanctions imposed under them, and evidence of publication.

Delegations and contracts

Delegation instruments: Document delegations in writing and retain copies. Remember the Board cannot delegate its rule‑making power or the delegation power itself (s 36(1)). When delegating to staff, record that delegations to staff are treated as delegations to the Director (s 36(4)).
Contract execution: Use the common seal for deeds and instruments where required; otherwise ensure contracts are executed by authorised signatories under Board authority or resolution (s 37).

Board member lifecycle and removals

Appointment terms and reappointment: Appoint Board members for terms not exceeding three years and document the instrument of appointment (s 12(1)). Reappointment is permitted (s 12(3)).
Resignations and vacation: Process resignations in writing to the Secretary (s 14) and be prepared to act on vacation triggers including bankruptcy, convictions, absence from meetings, or knowing contravention of s 16 (s 15).

Academic governance

Academic Standing Committee: Establish the Academic Standing Committee per s 19, include the Director and Board representation and ensure the Vice‑Chancellor’s recommended persons are appointed. Use the Committee to advise on academic appointments, promotions and external review arrangements (s 19(1)-(3)).

Trust variation and asset transfers

Prepare schemes carefully: If trust purposes fail or become impracticable, identify statutory grounds under s 29(2) and prepare a scheme for Council approval. Obtain Council approval in writing and arrange for Gazette publication to give the scheme effect (s 29(3), (6)).
Preserve donor conditions: Where a gift is accepted with conditions inconsistent with the School’s functions, the Board may decline the gift or negotiate terms, since it may agree to conditions on gifts not inconsistent with School functions (s 6(k), 27(1)).

Audit trail and transparency

Disclosure book access: Maintain the disclosures book and ensure it is available for inspection at reasonable times for the fee the Board sets (s 16(3)).
Annual general meeting: Hold the annual general meeting promptly after each financial year end to present the audited accounts and Board report and keep minutes of the meeting consistent with statutory requirements (s 8).

Legal risk management

Use protections prudently: While s 38 shields members acting in good faith, this is not a substitute for clear recordkeeping, proper approvals and adherence to disclosure obligations. Document the basis for relying on good faith and ensure compliance processes are robust.
Understand limits on judicial remedies: Section 40 reduces the risk of invalidation of acts because of procedural defects. Donors, contractors and third parties should ensure contractual safeguards and due diligence rather than rely on procedural challenge.

Operational planning

Integrate reporting: Align the School’s reporting calendar with the Auditor‑General’s timelines, Council meeting cycles and the annual general meeting timetable.
Financial controls: Implement internal controls that mirror statutory requirements: segregation of duties for banking, approvals for payments tied to the adopted budget, and procedures for approving trust‑fund expenditures.

By mapping internal policies and procedures to the specific statutory provisions cited above (notably ss 4, 5, 6, 11-13, 16, 22, 25-33, 36, 38, 42), the School can structure compliance so that responsibilities for who pays, who decides and who reports are clear, trusteeship and donor conditions are respected, borrowing complies with Treasurer and Council approvals, and the Board’s commercial powers are exercised within an auditable governance framework.

Menzies School of Health Research Act 1985

Plain English Summary

Deep Dive

What it does

Current sections

Menzies School of Health Research Act 1985

Source text: opening excerpt

1 Menzies School of Health Research Act 1985

Main concepts

Who it affects

Key duties and rights

Penalties and enforcement

How it interacts with other laws

Amendment history

Litigation history

Gotchas

How to comply