(1) Subject to subclause (2) , meetings of the Board are to be held at the times and places determined by the Board.
(2) The chairperson, after giving each director reasonable notice of a meeting –
(a) may convene a meeting at any time; and
(b) must convene a meeting when requested to do so by 2 or more other directors.
(3) If the chairperson is absent from duty or otherwise unable to perform the duties of the office, a meeting may be convened, after reasonable notice of the meeting has been given of the meeting, by –
(a) 2 or more other directors; or
(b) a person authorised by the Board to do so.
(4) For the purposes of subclauses (2) and (3) , what constitutes reasonable notice is to be determined by the Board.
2. Presiding at meetings
(1) The chairperson must preside at all meetings of the Board at which he or she is present.
(2) If the chairperson is not present at a meeting of the Board, a director chosen by the directors present at the meeting must preside.
3. Quorum and voting at meetings
(1) At a meeting of the Board, a quorum is constituted by a majority of the total number of directors appointed.
(2) At a meeting of the Board –
(a) the director presiding has a deliberative vote only; and
(b) a question is decided –
(i) by a majority of votes of the directors present and voting; or
(ii) in the negative if there is an equality of votes of the directors present and voting.
(3) At a meeting of the Board where a director is excluded from being present and taking part in the consideration and decision of the Board in relation to the matter being considered, a quorum for the purposes of considering and making a decision in relation to that matter is constituted by the number of directors specified as constituting a quorum in subclause (1) less the number of directors so excluded.
4. Conduct of meetings
(1) Subject to this Act, the Board may regulate the calling of, and the conduct of business at, its meetings as it considers appropriate.
(2) The Board may permit directors to participate in a particular meeting or all meetings by –
(a) telephone; or
(b) television conference; or
(c) any other means of communication approved by the Board.
(3) A director who participates in a meeting under a permission granted under subclause (2) is taken to be present at the meeting.
(4) Without limiting subclause (1) , the Board may allow a person to attend a meeting for the purpose of advising or informing it on any matter.
5. Resolutions without meetings
(1) If all directors appointed sign a document containing a statement that they are in favour of a resolution in the terms set out in the document, a resolution in those terms is taken to have been passed at a meeting of the Board held on the day on which the document is signed or, if the directors do not sign it on the same day, on the day on which the last of the directors signed the document.
(2) If a resolution is taken to have been passed under subclause (1) , each director is to be –
(a) advised immediately of the matter; and
(b) given a copy of the terms of the resolution.
(3) For the purposes of subclause (1) , 2 or more separate documents containing a statement in identical terms, each of which is signed by one or more directors, is taken to constitute one document.
6. Minutes
The Board must keep minutes of its proceedings.
7. Disclosure of interests
(1) If –
(a) a director has a direct or indirect pecuniary interest in a matter being considered, or about to be considered, by the Board; and
(b) the interest could conflict with the proper performance of the director's duties in relation to consideration of the matter –
the director, as soon as practicable after the relevant facts come to the director's knowledge, must disclose the nature of the interest to the Board.
Penalty: Fine not exceeding 10 penalty units or a term of imprisonment not exceeding 3 months, or both.
(2) A disclosure under subclause (1) is to be recorded in the minutes of the meeting and, unless the Board otherwise determines, the director must not –
(a) be present during any deliberation of the Board in relation to the matter; or
(b) take part in any decision of the Board in relation to the matter.
(3) For the purpose of making a determination under subclause (2) , the director to whom the determination relates must not –
(a) be present during any deliberation of the Board for the purpose of making the determination; or
(a) in respect of a contract for a good or service supplied by the Authority if that good or service is ordinarily supplied by the Authority and is supplied on the same terms as it is ordinarily supplied to other persons in the same situation; or
(c) in respect of a director who has a direct or indirect pecuniary interest in any matter if the benefit or detriment likely to be received is one that will be received in common with all or a substantial proportion of the tourism industry in Tasmania.