Section 11 of the Constitution of Urabba Parks
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|Constitution of Urabba Parks|
|Chapters of the Constitution|
|Text of the Constitution|
|Commonwealth of Australia Constitution Act|
Section 11 of the Constitution of Urabba Parks provides that each director must hold a category D place, each secretary must hold a category S place and employee must hold a category E place. It also provides the first-numbered share is vested with succession to a place if no other share is selected by resolution of the members eligible to succeed, and that a member presenting a person appointed to a place may withdraw such presentation upon which the place shall become vacant.
Compiled text (Section 11 - Appointment to places)
Directors to occupy only one director place
Secretaries to occupy only one secretary place
(2) Each secretary of Urabba Parks shall only be appointed by virtue of one registered place that is a secretary place (category S).
Removal of elected places
(3) Only the members who have the rights to elect a place shall be eligible to vote upon any removal of the occupier of the place or the occupier of place of which the members are the relevant members under law, provided that the enacting component of the legislature shall be the relevant member if no other relevant members are provided under law in respect of the place.
(4) Unless otherwise agreed to by each eligible member of Urabba Parks holding membership of a class of members eligible to succeed to a place who is eligible to succeed to the place, the succession to the place shall be determined by those members, and in the absence of an agreement or resolution, the place vests in the first-numbered membership eligible to succeed to the place, but if the membership in the class of members is not numbered:
- (a) members shall rank in the order they became members of the class of members; and
- (b) two or more members who became members of the class at the same time shall rank in the order the member appears in the register of members.
(5) A member who holds membership of Urabba Parks of which a occupier of a place is appointed upon presentation of such membership may:
- (a) unless otherwise provided under law, present themselves for appointment; and
- (b) despite any other law, practice or usage to the contrary, withdraw the presentation, and the place of the occupier shall thereupon become vacant.
(6) Urabba Parks may only engage or continue to utilise the services of an occupier of an employee place (category E).
(7) A registered place is only a titular place (category T) if the place:
- (a) is occupied by a member of the foundation group of which Urabba Parks is a member, or in the case of foundation being held in common among members, by a person removable by those members or by the legislature; or
- (b) is created under the Management and succeeded to or appointed upon presentation by an ordinary member.
Law not made
|Statute or Instrument||Number and year||Assent||Commencement||Application, saving and transitional provisions|
|Constitution Adoption 2021||No. 1, 2021||11 Jan 2021||1 Feb 2021 (gaz 2021,p. 1)|
|Provision affected||How affected|
Relevant notes from the explanatory memorandum
79. This section sets out the method (and in some cases, the qualifications) for appointment to places within Urabba Parks.
80. Subsection (1) requires directors and alternate directors to hold director places (category D). This ensures that each director is appointed in respect of a particular branch of governance, whether it be as a legislative director, a judicial director or Honorary Director (each of which are explained below). Subsection (2) has a similar effect for secretaries.
81. Subsection (3) provides that directors may be removed only by a resolution of the relevant members for that director. If there are no other members, the Enactor (referred to as the enacting component of the legislature) is the relevant member. A director is taken to be appointed to represent the interests of the relevant members. This is to protect the rights of members of Urabba Parks over the appointment of directors; for legislative directors the relevant members are the members who elect the director, and in the case of judicial directors the relevant members are – in the case of Members of the Court of Directors – the presenters (usually the judicial directors themselves).
82. This Constitution either provides or implies that some places in Urabba Parks are succeeded to or presented by a member. The purpose of having some places appointed in this way entrenches the governance system of Urabba Parks. Under the Corporations Act 2001, only members, as successors and presenters to places, may bring action against Urabba Parks under that Act in respect of its governance.
83. Under subsection (4), the succession to a place by members may be determined by the eligible members passing a resolution to vest the succession in a share in the class of membership eligible to succeed to the place, unless a different method of succession is agreed to by all the members eligible to succeed.
84. A place is succeeded by members if it automatically passes to the holder of a particular share in a class of membership (or in some cases, the holder’s nominee) that has, under law, the rights to succeed to the place. If no other share has been chosen under agreement or by a resolution of the members, subsection (4) provides the place vests in the first-numbered membership eligible to succeed to the place, or if membership is not numbered then by the order of which the members became members of the class, and for members becoming members of the class of the same time, then by the order of their name appearing in the register of members.
85. Under subsection (5) a member may, unless otherwise provided under law, present themselves (paragraph (a)), and despite any law, practice or usage to the contrary withdraw the presentation of a person appointed in respect of the membership and the place would become vacant as a result (paragraph (b)). Subsection (5) reflects the fact that the person appointed upon presentation of the member is the member themselves or somebody who is related or in the employ of the member, and that presentation is used as a means to secure the independence of certain officers from arbitrary removal (such as removal as a director).
86. Under subsection (6) all employees must be holders of employee places (category E). This provision effectively allows for the Parliament to limit the number of employees engaged in entities such as associations.
87. Under subsection (7), titular places (category T) must be held by a member of the foundation group of which Urabba Parks is a member, or in the case of foundation being held in common among members, by a person removable by those members or by the legislature, or a place created under the Management and succeeded to or appointed upon presentation by an ordinary member. This is to ensure that the occupiers of those places are members of Urabba Parks, ensuring the ownership of the members on the governance process.
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