Public Corporations (State Transport Authority) Regulations 1993 (SA)

South Australia

Public Corporations (State Transport Authority) Regulations 1993

under the Public Corporations Act 1993

Part 1—Preliminary

1—Short title

These regulations may be cited as the Public Corporations (State Transport Authority) Regulations 1993.

2—Commencement

These regulations come into operation on the day on which they are made.

3—Interpretation

In these regulations, unless the contrary intention appears—

the Act means the Public Corporations Act 1993;

the Authority means the State Transport Authority established under the State Transport Authority Act 1974;

board means the board of directors established as the governing body of the subsidiary under Part 3;

director means a person appointed or holding office as a member of the board under Part 3;

the subsidiary means Austrics established under Part 3.

Part 2—Application of Act to Authority

4—Application of Act to Authority

The following provisions of the Act apply to the Authority:

1. (a)

   Part 1;

2. (b)

   sections 24 and 25;

3. (c)

   the Schedule.

Part 3—Austrics

Division 1—Establishment and constitution of Austrics

5—Establishment of Austrics (section 24)

1. (1)

   Austrics is established as a subsidiary of the Authority.

2. (2)

   The subsidiary—

   1. (a)

      is a body corporate; and

   2. (b)

      has perpetual succession and a common seal; and

   3. (c)

      is capable of suing and being sued in its corporate name.

6—Establishment of board

1. (1)

   A board of directors is established as the governing body of the subsidiary.

2. (2)

   Anything done by the board in the administration of the subsidiary's affairs is binding on the subsidiary.

7—Composition of board

1. (1)

   The board is to consist of not more than five members appointed by the Authority.

2. (2)

   One director will be appointed by the Authority to chair meetings of the board.

3. (3)

   The Authority may appoint a director to be the deputy of the director appointed to chair the board and the deputy may perform or exercise the functions and powers of that director in his or her absence.

4. (4)

   On the office of a director becoming vacant, a person may be appointed in accordance with this regulation to the vacant office.

8—Conditions of membership

1. (1)

   A director will be appointed for a term, not exceeding two years, specified in the instrument of appointment and, at the expiration of a term of appointment, will be eligible for reappointment.

2. (2)

   The office of a director becomes vacant if the director—

   1. (a)

      dies; or

   2. (b)

      completes a term of office and is not reappointed; or

   3. (c)

      resigns by written notice to the Authority; or

   4. (d)

      becomes bankrupt or applies to take the benefit of a law for the relief of insolvent debtors; or

   5. (e)

      is convicted of an indictable offence; or

   6. (f)

      is removed from office by the Authority by written notice on any ground that the Authority considers sufficient.

9—Vacancies or defects in appointment of directors

An act of the board is not invalid by reason only of a vacancy in its membership or a defect in the appointment of a director.

10—Remuneration

A director is entitled to be paid from the funds of the subsidiary such remuneration, allowances and expenses as may be determined by the Authority.

11—Proceedings

1. (1)

   A quorum of the board consists of one half the total number of its members (ignoring any fraction resulting from the division) plus one.

2. (2)

   The director appointed to chair the board will preside at meetings of the board at which he or she is present.

3. (3)

   If the director appointed to chair the board is absent from a meeting of the board—

   1. (a)

      where another director has been appointed as that director's deputy and is present at the meeting—the deputy; or

   2. (b)

      in any other case—a director chosen by the directors present at the meeting,

will preside.

1. (4)

   A decision carried by a majority of the votes cast by directors at a meeting is a decision of the board.

2. (5)

   Each director present at a meeting of the board has one vote on any question arising for decision and, if the votes are equal, the director presiding at the meeting may exercise a casting vote.

3. (6)

   A telephone or video conference between directors will, for the purposes of this regulation, be taken to be a meeting of the board at which the participating directors are present if—

   1. (a)

      notice of the conference is given to all directors in the manner determined by the board for that purpose; and

   2. (b)

      each participating director is capable of communicating with every other participating director during the conference.

4. (7)

   A proposed resolution of the board becomes a valid decision of the board despite the fact that it is not voted on at a meeting of the board if—

   1. (a)

      notice of the proposed resolution is given to all directors in accordance with procedures determined by the board; and

   2. (b)

      a majority of the directors express their concurrence in the proposed resolution by letter, telex, facsimile transmission or other written communication setting out the terms of the resolution.

5. (8)

   The board must cause accurate minutes to be kept of its proceedings.

6. (9)

   Subject to these regulations, the board may determine its own procedures.

12—Functions of subsidiary

The subsidiary's functions are limited to the following:

1. (a)

   to carry out research and to develop computer software, engineering products and operating systems and systems application products within areas of the Authority's expertise;

2. (b)

   to market and promote the products developed in accordance with paragraph (a) in domestic and overseas markets;

3. (c)

   to provide consultancy and other services within areas of the Authority's expertise;

4. (d)

   to carry out any other function conferred on the subsidiary by the Authority.

13—Common seal and execution of documents

1. (1)

   The common seal of the subsidiary must not be affixed to a document except in pursuance of a decision of the board, and the affixing of the seal must be attested by the signatures of two directors.

2. (2)

   The board may, by instrument under the common seal of the subsidiary, authorise a director, an employee of the subsidiary (whether nominated by name or by office or title) or any other person to execute documents on behalf of the subsidiary subject to conditions and limitations (if any) specified in the instrument of authority.

3. (3)

   Without limiting subregulation (2), an authority may be given so as to authorise two or more persons to execute documents jointly on behalf of the subsidiary.

4. (4)

   A document is duly executed by the subsidiary if—

   1. (a)

      the common seal of the subsidiary is affixed to the document in accordance with this regulation; or

   2. (b)

      the document is signed on behalf of the subsidiary by a person or persons in accordance with authority conferred under this regulation.

Legislative history

Notes

• •

  For further information relating to the Act and subordinate legislation made under the Act see the Index of South Australian Statutes.

Revocation of regulations

The Public Corporations (State Transport Authority) Regulations 1993 were revoked by the Public Corporations (Austrics) (Dissolution and Revocation) (No 2) Regulations 2003 on 18.12.2003.

Principal regulations

Year	No	Reference	Commencement
1993	252	Gazette 4.11.1993 p2189	4.11.1993: r 2