Chief Executive Governed Statutory Health Corporation-Model By-laws (2017-519) (NSW)
HEALTH SERVICES ACT 1997
ORDER AS TO MODEL BY-LAWS
CHIEF EXECUTIVE GOVERNED STATUTORY HEALTH CORPORATION – MODEL BY-
LAWS
PURSUANT to section 60 of the Health Services Act 1997, I, Susan Pearce, Acting Secretary of the Ministry
of Health, do by this Order set out the terms of the Mode By-laws to be used by Chief Executive
Governed Statutory Health Corporations constituted under Chapter 4, Division 2 of the Health Services
Act 1997.
Susan Pearce, Acting Secretary, Ministry of Health
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Part 1 – Preliminary [Pts. 1 and 2]
1. Name of the By-laws [cl.1]
These By-laws may be cited as the [name of statutory health Corporation] By-laws.
2. Definitions [cl.2]
Expressions used in these By-laws are defined in the Dictionary at the end of the By-laws.
3. Making and Amendment of By-laws [cl.4]
The Chief Executive may make, amend or repeal the Corporation’s By-laws in accordance with the Act.
Explanatory Note: The Model By-laws establish a set of core governance provisions. Changes to
these core provisions require approval of the Health Secretary or delegate. Clause 3 also varies the
Model, recognising a chief executive governed corporation does not have a medical staff council
4. Availability of By-laws [cl.3]
| (1) | The Chief Executive is to ensure that a current version of the By-laws, that incorporate all changes, is accessible to staff and the public. |
| (2) | The Chief Executive is to ensure amendments approved by the Secretary are promptly incorporated into the By-laws. |
Part 2 - The seal [Pt. 3]
5. The seal [cl.3]
| (1) | The seal of the Corporation is to be affixed only to documents on behalf of the Corporation when the Chief Executive signs such documents and the signature and sealing of the document are formally witnessed. | |||
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| (2) | The Chief Executive is to ensure | |||
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Explanatory Note: Clause 5 expands on the 2012 Model to add a requirement for a register to be
kept of all documents signed under seal.
Part 3 – Conduct of meetings of Committees or sub-Committees established by the By-laws [new part]
6. Application of this Part [new part]
The procedures set out in this Part 3 apply to any meeting, including a special meeting, of any Committee or sub-Committee provided for under these By-laws, and on this basis in this Part:
(a) “Committee” means any such Committee or sub-Committee;
(b) “participate” includes, in relation to a member, the right to vote.
7. Attendance [cls. 7,9]
Any person may be invited to attend a meeting of a Committee.
8. Attendance from a remote location [cl. 7]
| (1) | A Committee may approve a member or invitee participating from a location other than the place where the meeting is being held. |
| (2) | Participation from another location may be by telephone, video or other electronic medium as is appropriate to the circumstances or the business being transacted. |
| (3) | A member participating from a remote location shall be regarded as being present at the meeting for the purposes of the calculation of a quorum, voting or any other similar matter required under these by-laws. |
| (4) | A Committee may determine a protocol or procedure for remote participation of members or other persons in its meetings. |
9. Quorum [cl. 8]
The quorum for any meeting is a majority of the appointed number of the members.
10. Voting [cl. 10]
| (1) | Only members of a Committee may vote at a meeting. |
| (2) | A decision supported by a majority of the votes cast at a meeting at which a quorum is present is to be the decision of the Committee. |
11. Minutes [cl. 11]
The member presiding at a meeting of a Committee is to ensure that minutes are kept of all meetings of the Committee.
Explanatory Note: Part 3 sets out machinery provisions for all committees and other bodies
established under the By-laws. These provisions remain effectively the same as those under the
2012 Model, with minor changes to simplify and update language.
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Part 4 – Committees of the Corporation
12. Establishment of Committees generally [cl. 12]
| (1) | The Corporation is to establish the following committees: (a) Audit and Risk Management; and (b) Finance and Performance. |
| (2) | The Corporation may establish such other committees as it determines appropriate to provide advice or other assistance to enable the Corporation to perform its functions under the Act. |
Explanatory Note: The 2012 Model and the new LHD Model also requires a “quality and safety”
committee to be established. Given the Pillars do not provide direct health services to patients this requirement has been has been removed from the Pillar Model By-law. The Corporation retains the
right under clause 13(2) to establish any other committees it considers appropriate.
13. Audit and Risk Management Committee [cls. 13,16]
| (1) | The Audit and Risk Committee is to comprise at least three, and no more than five, members. |
| (2) | Members of the Committee are to be independent of the Corporation and appointed in accordance with relevant NSW Government and NSW Health Policy Directives, as amended from time to time. |
| (3) | The Chairperson of the Audit and Risk Committee may not to be the chairperson of the Finance and Performance Committee (or other similar committee). |
| (4) | In the event of inconsistency between this clause 13 and Part 4, this clause applies to the extent of the inconsistency. |
Explanatory Note: Clause 13 revises the 2012 Model provision to be consistent with NSW
Treasury Policy TPP15-03 Internal Audit and Risk Management Policy for the NSW Public Sector
and NSW Health Policy Directive 2016_051 Internal Audit. Clause 3.1.5 of TPP15-03 lists the
criteria for an “independent member” and requires them to be selected from the pre-qualified
panel held by the Department of Finance and Services.
14. Committee chairpersons and secretaries of Corporation Committees [cl. 14]
The Chief Executive is to appoint:
(a) a chairperson of each Committee established under Part 4; and
(b)
a person to act as the secretary of each committee. The same person may act as secretary for more than one Committee.
15. Functions of Committees [cl. 15]
A Committee is to provide advice or other assistance on issues as requested by the Chief Executive.
17. Committee membership [cl. 16]
| (1) | The Chief Executive may appoint such Committee members as they think fit. |
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| (2) | The Chief Executive is to appoint at least one representative of the executive staff of the Corporation to each Committee. |
| (3) | The Chief Executive may remove any committee member as they think fit, subject to any corporate governance policy issued by the Ministry from time to time. |
18. Term of office [cl. 17]
Any person nominated to a Committee holds office for such period as the Chief Executive may determine, subject to any corporate governance policy issued by the Ministry from time to time.
19. Meetings [cl. 18]
A Committee is to meet as specified by the Chief Executive, subject to any corporate governance policy issued by the Ministry from time to time.
20. Notice of meetings and special meetings [cl. 19]
| (1) | The chairperson of a Committee, or a person authorised by the chairperson to do so, is to give written notice of a meeting to each Committee member at least 7 days prior to the meeting. |
| (2) | When the chairperson of a Committee considers that a matter is of such urgency that a special meeting of a Committee should be held within a period of not less than 48 hours of such a request, the chairperson may request the Chief Executive to give written approval to the conduct of such a special meeting. The written approval of the Chief Executive may determine, subject to this clause and the Regulation, the business and conduct of such a special meeting. |
| (3) | A special meeting shall be held, if approved, not later than seven days after receipt by the Chief Executive of such a request. |
| (4) | The chairperson of a Committee is to ensure that at least 24 hours' notice is given of a special meeting to each member and each person invited to attend the meeting. |
| (5) | Notice of a special meeting is to specify the business to be considered at that meeting. |
| (6) | Only business specified in the notice of a special meeting is to be considered at the special meeting. |
| (7) | Each provision of this clause shall be subject to any corporate governance policy issued by the Ministry from time to time. |
Part 5 – Rules [Pt. 11]
21. Rules [cl. 61]
The Chief Executive may make rules for the proper functioning of the Corporation. These rules should not be inconsistent with the Act, the associated Regulation and these By-laws.
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DICTIONARY
Act means the Health Services Act 1997.
Chief Executive means the chief executive of the Statutory Health Corporation.
Corporation means the [insert name of chief executive governed Corporation].
Ministry means the NSW Ministry of Health.
Notice in respect of giving notice to a meeting includes a notice communicated by electronic means including email and electronic messaging.
executive staff means the persons appointed by the Corporation to its management structure and any
persons appointed to act for the time being in those positions.
Regulations means the regulations made under the Act.
Explanatory Note: Certain words and phrases used in the by-law are ‘defined’ in the dictionary.
These largely repeat those used in the Health Services Act so that the use of such words in the by-
law is consistent with the Act.
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