Subdiv 4Miscellaneous provisions relating to membership

Subdivision 4—Miscellaneous provisions relating to membership 22—Vacancy in or removal from office (1) The office of a member of ONRSR becomes vacant if the member— (a) completes a term of office; or (b) resigns by written notice given to the responsible Ministers; or (c) has been found guilty of an offence, whether in a participating jurisdiction or elsewhere, that the responsible Ministers consider renders the member unfit to continue to hold the office of member; or (d) becomes bankrupt, applies to take the benefit of any law for the relief of bankrupt or insolvent debtors, compounds with the member's creditors or makes an assignment of the member's remuneration for their benefit; or (e) is absent, without leave first being granted by the relevant entity from 3 or more consecutive meetings of ONRSR of which reasonable notice has been given to the member personally or by post; or (f) is removed from office by the South Australian Minister under this section; or (g) dies. (2) The South Australian Minister may remove a member of ONRSR from office if the responsible Ministers recommend the removal of the member on the basis that the member has engaged in misconduct or has failed to or is unable to properly exercise the member's functions as a member of ONRSR. relevant entity means— (a) for the Regulator—the responsible Ministers; or (b) for a non‑executive member—the Regulator. 23—Member to give responsible Ministers notice of certain events A member of ONRSR must, within 7 days of either of the following events occurring, give the responsible Ministers notice of the event: (a) the member is convicted of an offence; (b) the member becomes bankrupt, applies to take the benefit of any law for the relief of bankrupt or insolvent debtors, compounds with the member's creditors or makes an assignment of the member's remuneration for their benefit. 24—Extension of term of office during vacancy in membership (1) If the office of a member of ONRSR becomes vacant because the member has completed the member's term of office, the member is taken to continue to be a member during that vacancy until the date on which the vacancy is filled, whether by reappointment of the member or appointment of a successor to the member. (2) However, this section ceases to apply to the member if— (a) the member resigns the member's office by signed notice given to the responsible Ministers; or (b) the responsible Ministers decide the services of the member are no longer required. (3) The maximum period for which a member of ONRSR is taken to continue to be a member under this section after completion of the member's term of office is 6 months. 25—Members to act in public interest A member of ONRSR is to act impartially and in the public interest in the exercise of the member's functions as a member. 26—Disclosure of conflict of interest (1) If a member of ONRSR has a direct or indirect pecuniary or other interest that conflicts or may conflict with the exercise of the member's functions as a member, the member must, as soon as possible after the relevant facts have come to the member's knowledge, disclose the nature of the member's interest and the conflict to— (a) for the Regulator—the responsible Ministers; or (b) for a non‑executive member—the Regulator. (2) If a disclosure is made under subsection (1), the entity to whom the disclosure is made must notify ONRSR of the disclosure. (3) Particulars of any disclosure made under subsection (1) must be recorded by ONRSR in a register of interests kept for the purpose. (4) After a member of ONRSR has disclosed the nature of an interest and conflict or potential conflict under subsection (1), the member must not be present during any deliberation of ONRSR with respect to any matter that is, or may be, affected by the conflict, or take part in any decision of ONRSR with respect to any matter that is, or may be, affected by the conflict, unless— (a) for the Regulator, the responsible Ministers otherwise decide; or (b) for a non‑executive member, ONRSR otherwise decides. (5) For the purposes of the making of a decision by ONRSR under subsection (4) in relation to a matter, a member of ONRSR who has a direct or indirect pecuniary or other interest that conflicts or may conflict with the exercise of the member's functions as a member with respect to the matter must not— (a) be present during any deliberation of ONRSR for the purpose of making the decision; or (b) take part in the making of the decision by ONRSR. (6) A contravention of this section does not invalidate any decision of ONRSR but if ONRSR becomes aware a member of ONRSR contravened this section, ONRSR must reconsider any decision made by ONRSR in which the member took part in contravention of this section. Division 3—Procedures 27—Times and places of meetings (1) The Regulator must hold such meetings as he or she considers necessary for the efficient exercise of ONRSR's functions. (2) Meetings are to be held at such times and places as the Regulator decides. 28—Conduct of meetings (1) The Regulator is to preside at all meetings of ONRSR at which he or she is present. (2) If the Regulator is not present at a meeting, a person appointed to act as the Regulator must be present and preside. (3) A quorum of ONRSR consists of 2 members. (4) A decision supported by a majority of the votes cast at a meeting of ONRSR at which a quorum is present is the decision of ONRSR. (5) The person presiding at a meeting of ONRSR has a deliberative vote and, in the event of an equality of votes, has a second or casting vote. (6) Subject to this Division, ONRSR may regulate its own procedures. (7) ONRSR must ensure that minutes of its meetings are kept. 29—Defects in appointment of members A decision of ONRSR is not invalidated by any defect or irregularity in the appointment of a member. 30—Decisions without meetings (1) A decision is taken to have been made at a meeting of ONRSR if— (a) without meeting, a majority of the members indicate agreement with the proposed decision in accordance with the method determined under this section; and (b) all members were informed, or reasonable efforts were made to inform all members, of the proposed decision. (2) Subsection (1) applies only if ONRSR— (a) has determined that it applies; and (b) has determined the method by which members are to indicate agreement with proposed decisions. (3) ONRSR must keep a record of decisions made under this section. 31—Common seal and execution of documents (1) The common seal of ONRSR must not be affixed to a document except in pursuance of a decision of ONRSR, and the affixing of the seal must be attested by the signature of the Regulator or Acting Regulator. (2) ONRSR may, by instrument under ONRSR's common seal, authorise an employee of ONRSR (whether nominated by name or by office or title) or any other person to execute documents on behalf of ONRSR subject to conditions and limitations (if any) specified in the instrument of authority. (3) Without limiting subsection (2), an authority may be given so as to authorise 2 or more persons to execute documents jointly on behalf of ONRSR. (4) A document is duly executed by ONRSR if— (a) the common seal of ONRSR is affixed to the document in accordance with this section; or (b) the document is signed on behalf of ONRSR by a person or persons in accordance with an authority conferred under this section. (5) Where an apparently genuine document purports to bear the common seal of ONRSR, it will be presumed in any legal proceedings, in the absence of proof to the contrary, that the common seal of ONRSR has been duly affixed to that document.