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Attachment 1
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Draft Affiliation Agreement between Maranoa Regional
Council and Mitchell RSL and Combined Sports Club Inc and 6 other sporting
organisations.
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Affiliation
Agreement
Maranoa Regional Council
Mitchell R.S.L. & Combined Sports Club Inc.
Junior Rugby League and Netball Club
Mitchell Senior Rugby League Club
Mitchell Campdraft Association
Mitchell Rodeo Association
Mitchell Cricket Club
Contents
DATE OF AFFILIATION AGREEMENT 6
DETAILS OF PARTIES 6
BACKGROUND 7
OPERATIVE PROVISIONS - 8
1. DEFINITIONS AND INTERPRETATION 8
1.1 Definitions 8
1.2 Rules for interpreting this document 8
2. AFFILIATION 10 2.1 Parties will work
cooperatively 10
2.2 Established and documented 10
2.3 Mitchell R.S.L. and Combined Sports Club is
committed to 10
2.4 Mitchell R.S.L. and Combined Sports Club seeks to
achieve commitments by 10
2.5 Affiliated clubs are committed to the goals and
objectives of the
Mitchell R.S.L. and Combined Sports Club by 10
2.6 Mitchell R.S.L. and Combined Sports Club shall
provide 11
2.7 Affiliated clubs shall 11
3. RESPONSIBILITIES OF MARANOA REGIONAL COUNCIL 11
3.1 Management and control 11
3.2 Enquiries 11
3.3 Insurance 11
3.4 Clarification 11
3.5 Consent in writing 11
3.6 Administration and Financial Accounts 12
4. RESPONSIBILITIES
OF MITCHELL R.S.L. AND COMBINED SPORTS CLUB 12
4.1 Governing body 12
4.2 Agent 12
4.3 Workplace Health and Safety 12
4.4 Insurance 12
4.5 Evidence of insurance 12
4.6 No prejudice 12
4.7 Property, plant and equipment 13
4.8 Maranoa Regional Council not liable 13
5. RESPONSIBILITIES OF MITCHELL JUNIOR RUGBY LEAGUE
AND NETBALL CLUB
13
5.1 Comply with directions 13
5.2 Maintain approvals 13
5.3 Workplace Health and Safety 13
5.4 Insurance 13
6. RESPONSIBILITIES OF MITCHELL SENIOR RUGBY LEAGUE
CLUB 13
6.1 Comply with directions 13
6.2 Maintain approvals 14
6.3 Workplace Health and Safety 14
6.4 Insurance 14
7. RESPONSIBILITIES OF MITCHELL CAMPDRAFT ASSOCIATION 14
7.1 Comply with directions 14
7.2 Maintain approvals 14
7.3 Workplace Health and Safety 14
7.4 Insurance 14
8. RESPONSIBILITIES OF MITCHELL RODEO ASSOCIATION 15
8.1 Comply with directions 15
8.2 Maintain approvals 15
8.3 Workplace Health and Safety 15
8.4 Insurance 15
9. RESPONSIBILITIES OF MITCHELL CRICKET CLUB 15
9.1 Comply with directions 15
9.2 Maintain approvals 15
9.3 Workplace Health and Safety 15
9.4 Insurance 16
10. ACCOUNTING RECORDS 16
11. SEVERAL LIABILITY 16
12. NO PARTNERSHIP 17
13. NO IMPLIED DUTY 17
14. NO FIDUCIARY DUTY 17
16. REPRESENTATIONS AND WARRANTIES 17
17. TERM 18
18. TERMINATION 18
18.1 Termination by any party 18
18.2 Termination by Maranoa Regional Council 18
18.3 Obligations that continue after
termination 18
18.4 No Compensation 19
18.5 Maranoa Regional Council Property 19
19. INDEMNITY 19
19.1 Agreement 19
19.2 Must pay 19
20. CONFIDENTIALITY 19
20.1 Confidential information 19
20.2 Disclosure of confidential information 19
20.3 Consent not required 19
20.4 Officers, employees and agents 20
21. GST 20
21.1 GST exclusive amounts 20
21.2 Payment of GST 20
21.3 Reimbursements 20
22. NOTICES 20
22.1 Service of Notice 20
22.2 Effective Service 20
22.3 Ineffective Service 21
23. MISCELLANEOUS 21
23.1 Assignment 21
23.2 Discretion in Exercising Rights and
Giving Consents 21
23.3 No Warranty by Giving Consent 21
23.4 No Liability for Loss 21
23.5 Conflict of Interest 21
23.6 Remedies Cumulative 21
23.7 Exclusion of Contrary Legislation 21
23.8 Amendment 21
23.9 Waiver 22
23.10 No Merger 22
23.11 Survival of Rights and Obligations 22
23.12 No payment required to claim indemnity 22
23.13 Giving effect to this Document 22
23.14 Entire Agreement 22
23.15 Construction 22
23.16 Severability 22
23.17 Costs and Expenses 23
23.18 Duty 23
23.19 Execution under Power of Attorney or
Agency 23
23.20 Time of the Essence 23
23.21 Governing Law 23
23.22 Counterparts and Facsimile Copies 23
24. GOOD FAITH 23
24.1 Parties agree to act 23
24.2 Definition of good faith 23
25. MEDIATION 24
25.1 Representative to resolve dispute 24
25.2 Use reasonable endeavours 24
25.3 Format for discussions 24
25.4 Refer matter to dispute resolution 24
26. DISPUTE RESOLUTION 24
26.1 Notification of Parties to the Dispute 24
26.2 Selecting a Mediator 24
26.3 Participation 24
26.4 Confidentiality 24
26.5 Costs and Fees 25
26.6 Court Proceedings 25
EXECUTION
26-27
ANNEXURE A 28
Plans 28
Affiliation Agreement
Date: / /
Details of Parties: -
Name Maranoa Regional
Council
ABN 99 324 089 164
Attention Julie Reitano,
Chief Executive Officer
Mailing Address Maranoa Regional Council
PO Box 42
MITCHELL
QLD 4465
Name Mitchell R.S.L. and
Combined Sports Club Inc.
Incorporation Number IA13341
Attention Mitchell R.S.L and
Combined Sports Club Support
Mailing Address PO Box 42
MITCHELL QLD 4465
Name Mitchell Junior
Rugby League and Netball Club
Attention John Birkett,
President
Mailing Address PO Box 299
MITCHELL
QLD 4465
Name Mitchell Senior
Rugby League Club
Attention Kate Field,
Secretary
Mailing Address PO Box 182
MITCHELL QLD 4465
Name Mitchell Campdraft
Association
Attention Brendan Harrison,
President
Mailing Address ‘Bungaringa’
MITCHELL
QLD 4465
Name Mitchell Rodeo
Association
Attention Jeff Lawson,
President
Mailing Address PO Box 124
MITCHELL
QLD 4465
Name Mitchell Cricket
Club
Attention Chris Hughes,
President
Mailing Address 15 Sheffield Street
MITCHELL QLD
4465
BACKGROUND
A. Maranoa Regional Council
is the owner of certain sporting grounds and facilities located in Mitchell as
identified on the plan set out in Annexure A.
B. Mitchell R.S.L. and
Combined Sports Club is an incorporated association which operates a licensed
club house facility and manages the usage and operation of the Maranoa Regional
Council grounds and facilities as agent for certain sporting clubs.
C. Mitchell Junior Rugby
League and Netball Club operates as a committee of Mitchell R.S.L. and Combined
Sports Club to facilitate organised junior rugby league and netball sporting
fixtures.
D. Mitchell Senior Rugby
League Club operates as a committee of Mitchell R.S.L. and Combined Sports Club
to facilitate organised senior rugby league sporting fixtures.
E. Mitchell Campdraft
Association operates as a committee of Mitchell R.S.L. and Combined Sports Club
to facilitate organised campdraft competitions.
F. Mitchell Rodeo Association
operates as a committee of Mitchell R.S.L. and Combined Sports Club to
facilitate organised Rodeo competitions.
G. Mitchell Cricket Club
operates as a committee of Mitchell R.S.L. and Combined Sports Club to
facilitate cricket fixtures.
H. Mitchell Junior Rugby
League and Netball Club operates as a committee of Mitchell R.S.L. and Combined
Sports Club to facilitate junior rugby league and netball sporting fixtures.
OPERATIVE PROVISIONS
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
The following definitions apply in this document: -
Maranoa Regional Council Facilities means the grounds and facilities
owned by Maranoa Regional Council as identified on the plan set out in Annexure
A.
Business Day means a day on which banks are open
for retailing banking, other than a Saturday, Sunday or Public Holiday, in
Brisbane, Australia.
Commencement Date means the day
of 2014.
GST Law has the meaning given to “GST Law” in
the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
GST has the meaning
given by the GST Law.
Term means the duration of this
Agreement, commencing on the Commencement Date and finishing on the Termination
Date.
Termination Date means that day upon which termination
occurs in accordance with clause 18.
1.2 Rules for interpreting this document
This clause 1.2 specifies the rules
for interpreting this document, except where context makes it clear that a rule
is not intended to apply.
(a) The contents page[s] (if
any), the Background and headings are for convenience only and do not affect
the interpretation of this document.
(b) A reference to:
(i) Legislation (including
subordinate legislation) is to that legislation as amended, re-enacted or
replaced, and includes any subordinate legislation issued under it;
(ii) A document (including
this document), or a provision of a document (including a provision of this
document), is to that document or provision as amended or replaced;
(iii) A party to this
document, or a party to any other document or agreement, includes that party’s
executors, administrators, permitted substitutes and permitted assigns;
(iv) A person includes any
type of entity or body of persons, whether or not it is incorporated or has a
separate legal identity, and any executor, administrator or successor in law of
the person;
(v) Anything (including a
right, obligation or concept) includes each part of it;
(vi) Property includes real,
personal and intangible property;
(vii) Any body or agency, if
that body or agency ceases to exist, is renamed, reconstituted, replaced or has
its powers or functions removed (Defunct Body), means the agency or body
which succeeds to the Defunct Body’s powers or functions, or performs most
closely the functions of the Defunct Body;
(viii) AUD $, A$, $A, dollar of
$ is to Australian currency; or
(ix) A clause, schedule or
annexure is to a clause of, or schedule or annexure to, this document.
(c) A singular word includes
the plural, and vice versa.
(d) A word which suggests one
gender includes any other genders.
(e) If a word is defined,
another part of speech of that word has a corresponding meaning.
(f) If an example is given of
anything (including a right, obligation or concept), such as by saying it
includes something else, the example does not limit the scope of that thing.
(g) An obligation on,
warranty by, or right of:
· two or more persons; or
· a party that comprises two or more
persons,
is the obligation, warranty or right
(as the case may be) of those persons jointly and severally.
(h) Time is reckoned as
follows:
(i) A reference to the date or time
of day, is a reference to that date or that time of day in Queensland,
Australia.
(ii) If a period expressed in days,
beginning on a given day, act or event is provided or allowed for any purpose,
the period is calculated by:
(a) excluding the day, or the day of
the act or event; and
(b) including the day on which the
purpose is to be fulfilled.
(iii) If a period expressed in weeks,
months or years, beginning on a given day, act or event is provided or allowed
for any purpose, the period is calculated from:
(a) the day, or the day of the act or
event; until
(b) the corresponding day in the next
year appropriate week, calendar month or year.
(iv) If there is no corresponding day
for the purpose of clause 1.2(h)(iii)(b), because of the differing number of
days in calendar months, the corresponding day is taken to be the last day of
the relevant calendar month.
(v) If something is to be done on a
particular day, it must be done by 5:00pm on that day.
(vi) If something is to be done on a
day which is not a Business Day then that thing must be done on the next
working day.
(i) Terms defined in the GST
Law have the same meaning in this document unless the context makes it clear
that a different meaning is intended.
2.0 AFFILIATION
2.1 Parties will work cooperatively
All parties will work cooperatively
with each other to further the purpose for which they operate and will place
appropriate emphasis on:
(a) Consensus;
(b) Cooperation and openness
between the parties;
(c) Positive business outcomes
for all parties;
(d) Individual and collective
responsibility to enhance this affiliation;
(e) An equitable balance of
risk and reward for all parties;
(f) Innovation to achieve
continuous improvement;
(g) Access to and
contributions by the expertise of all parties;
(h) The opportunities for all
parties to achieve reward commensurate with exceptional performance;
(i) Conflict resolution; and
(j) Strengthening the
relationship through sharing knowledge and expertise;
subject always to the exercise of
sound business judgement and the due observation of confidentiality
obligations.
2.2 Established and documented
This affiliation was established and
documented to enable committees’ usage of the Maranoa Regional Council
Facilities under the auspices of Mitchell R.S.L. and Combined Sports Club and
to address each party’s rights and obligations.
2.3 Mitchell R.S.L. and Combined Sports Club is
committed to
(a) Providing a combined
centralised venue for local sporting bodies and to promote and develop sport in
Mitchell and surrounding areas;
(b) Maintaining the Mitchell
R.S.L. Branch Building by its use as a clubhouse;
(c) Enhancing the already
excellent racial integration in the area and to improve the general quality of
life particularly of the young and unemployed;
(d) Providing an incentive for
community youth to stay in the area and to provide a basis for future growth
and development; and
(e) Enhancing the financial
viability of affiliated sporting bodies.
2.4 Mitchell R.S.L. and Combined Sports Club seeks to
achieve commitments by
(a) Providing support to
affiliated bodies;
(b) Ensuring the
grounds and facilities are maintained;
(c) Providing support to clubs
as requested or negotiated in relation to the holding of functions;
(d) Applying for
grants which enhance facilities, promote the club;
(e) Facilitating
training and education;
(f) Developing
sound relationships with affiliated bodies;
(g) Providing
administration of the club and its affiliated bodies;
(h) Maintaining high standards of
governance;
(i) Establishing a Management Structure.
2.5 Affiliated clubs are committed to the goals and
objectives of the Mitchell R.S.L. and Combined Sports Club by
(a) Hosting events and
functions;
(b) Initiating and
participating in the development of sport and recreation opportunities;
(c) Working with
the parent body.
2.6 Mitchell R.S.L. and Combined Sports Club shall
provide
(a) Access to training
opportunities through Department of Sport and Recreation and other programs;
(b) Access for funding applications;
(c) Member cards and details of membership;
(d) Maintain a membership database;
(e) Protection of member
details under the provisions of the National Privacy Legislation.
2.7 Affiliated clubs shall
(a) Complete and sign this
Agreement;
(b) Hold Annual General
Meetings, General Meetings and Executive Meetings;
(c) Update the Officer
Bearer’s Form with contact details no later than one month after Annual General
Meeting;
(d) Actively promote the
Mitchell R.S.L. and Combined Sports Club;
(e) Identify the Mitchell
R.S.L. and Combined Sports Club on all advertising;
(f) Ensure policies and
procedures are in place;
(g) Follow all guidelines in
relation to income and expenditure including raffle tickets, the purchasing and
authorisation of goods and services;
(h) Liaise with Coordinators
and Executives prior to functions;
(i) Have use of the Maranoa
Regional Council Facilities;
(j) Be entitled to
participate and one vote on the Management Committee of the Mitchell R.S.L. and
Combined Sports Club;
(k) Be entitled to appoint a
Proxy;
(l) Prepare an annual budget
and monitor their performance against that budget;
(m) Contribute to indirect
expenditure for club operations.
3. RESPONSIBILITIES OF MARANOA REGIONAL COUNCIL
3.1 Management and Control
Maranoa Regional Council shall have
overall management and control of the Maranoa Regional Council
Facilities.
3.2 Enquiries
All written enquiries should be
addressed to the Chief Executive Officer of Maranoa Regional Council.
3.3 Insurance
Maranoa Regional Council will review
insurance coverage for all parties; particularly as it pertains to usage of the
Maranoa Regional Council Facilities and to ensure at all times the safety of
people and property using the Maranoa Regional Council Facilities.
3.4 Clarification
Maranoa Regional Council will give
direction to all parties who use the Maranoa Regional Council Facilities.
3.5 Consent in writing
Maranoa Regional Council consent is
not required to be given to any party (to this Agreement) intending to use the
Maranoa Regional Council Facilities. Hire of the Maranoa Regional Council
Facilities to third parties can be undertaken by Mitchell R.S.L. and Combined
Sports Club provided charges are paid.
3.6 Administration and Financial Accounts
Maranoa Regional Council will
undertake administration of the Mitchell R.S.L. and Combined Sports Club and
prepare financial accounts and statements for all parties.
3.7 Maintenance
Maranoa Regional Council will maintain the grounds and
buildings to a standard not detrimental to the use of the facilities.
4. Responsibilities of Mitchell R.S.L. and Combined Sports Club
4.1 Governing Body
Mitchell R.S.L. and Combined Sports
Club is the governing body for all other parties to this Agreement (other than
Maranoa Regional Council).
4.2 Agent
(a) Mitchell R.S.L. and
Combined Sports Club acts as an agent and principal for these parties (other
than Maranoa Regional Council).
(b) When major functions are
being conducted a meeting will be convened between all key stakeholders.
4.3 Workplace Health and Safety
Mitchell R.S.L. and Combined Sports
Club has an obligation under the Harmonised Workplace Health and Safety Act
2012 to provide a safe place and a safe system of work so as not to place
at risk Mitchell R.S.L. and Combined Sports Club’s own employees as well as
other workers and the general public at the workplace. Mitchell R.S.L. and
Combined Sports Club must comply with all relevant enactments, the associated
Workplace Health and Safety Regulations, Standards and Codes of Practices.
Mitchell R.S.L. and Combined Sports Club has an obligation to take all
practicable steps to ensure the workplace health and safety of its employees,
contractors and sub-contractors and their employees and all other people (not
employees) who may be affected by Mitchell R.S.L. and Combined Sports Club work
practices.
4.4 Insurance
Mitchell R.S.L. and Combined Sports
Club must ensure that it and all other parties to this Agreement (other than
Maranoa Regional Council) take out and maintain, on terms and with reputable
insurer approved by Maranoa Regional Council, the following policies of
insurance:
(a) Public
liability insurance to the amount of $10 million; and
(b) Workers compensation
insurance as required under Workers Compensation legislation for both the
parties and delegates.
4.5 Evidence of Insurance
Mitchell R.S.L. and Combined Sports
Club must, on demand by Maranoa Regional Council, produce sufficient evidence
that the insurance requirements under clause 4.4 are current. However, an
important onus is placed on all parties to the Agreement who use the Maranoa
Regional Council Facilities to ensure that no event is conducted unless
evidence of appropriate insurance coverage is provided to either of Mitchell
R.S.L and Combined Sports Club or Maranoa Regional Council.
4.6 No prejudice
Mitchell R.S.L. and Combined Sports
Cub must not do anything or allow anything to be done which might cause the
insurances in clause 4.4 to be cancelled, avoided or otherwise prejudiced.
4.7 Property, plant and equipment
Mitchell R.S.L. and Combined Sports
Club is responsible for providing its cover (and as relevant for the other
parties) for property, plant and equipment.
4.8 Maranoa Regional Council not liable
Mitchell R.S.L. and Combined Sports
Club acknowledges that Maranoa Regional Council is not liable for any damage,
loss or theft of its (or the other parties) personal property, plant and
equipment, unless directly caused by Maranoa Regional Council.
5. RESPONSIBILITIES OF MITCHELL JUNIOR RUGBY LEAGUE
AND NETBALL CLUB
5.1 Comply with directions
Mitchell Junior Rugby League and
Netball Club must comply with all reasonable directions issued by Maranoa
Regional Council as to the use of the Maranoa Regional Council Facilities (for
the purposes of conducting junior rugby league and netball sporting fixtures).
5.2 Maintain approvals
Mitchell Junior Rugby League and
Netball Club must ensure that it has in place and maintains all necessary
approvals and registrations required by legislation or appropriate governing sporting
bodies to conduct junior rugby league and netball sporting fixtures.
5.3 Workplace Health and Safety
Mitchell Junior Rugby League and
Netball Club has an obligation under the Harmonised Workplace Health and
Safety Act 2012 to provide a safe place and a safe system of work so as not
to place at risk Mitchell Junior Rugby League and Netball Club’s own employees
as well as other workers and the general public at the workplace. Mitchell
Junior Rugby League and Netball Club must comply with all relevant enactments,
the associated Workplace Health and Safety Regulations, Standards and Code of
Practices. Mitchell Junior Rugby League and Netball Club has an obligation to
take all practicable steps to ensure the workplace health and safety of its
employees, contractors and sub-contractors and their employees and all other
people (not employees) who may be affected by Mitchell Junior Rugby League and
Netball Club work practices.
5.4 Insurance
Mitchell Junior Rugby League and
Netball Club must ensure that it has in place and maintains all necessary
insurance as required in clauses 4.4 – 4.8 (inclusive) and as otherwise
required by Maranoa Regional Council.
6. RESPONSIBILITIES OF MITCHELL SENIOR RUGBY LEAGUE
CLUB
6.1 Comply with directions
Mitchell Senior Rugby League Club
must comply with all reasonable directions issued by Maranoa Regional Council
as to the use of the Maranoa Regional Council Facilities (for the purposes of
conducting senior rugby league sporting fixtures).
6.2 Maintain approvals
Mitchell Senior Rugby League Club
must ensure that it has in place and maintains all necessary approvals and
registrations required by legislation or appropriate governing sporting bodies
to conduct senior rugby league sporting fixtures.
6.3 Workplace Health and Safety
Mitchell Senior Rugby League Club has
an obligation under the Workplace Harmonised Workplace Health and Safety Act
2012 to provide a safe place and a safe system of work so as not to place
at risk Mitchell Senior Rugby League Club’s own employees as well as other
workers and the general public at the workplace. Mitchell Senior Rugby League
Club must comply with all relevant enactments, the associated Workplace Health
and Safety Regulations, Standards and Code of Practices. Mitchell Senior Rugby
League Club has an obligation to take all practicable steps to ensure the
Workplace Health and Safety of its employees, contractors and sub-contractors
and their employees and all other people (not employees) who may be affected by
Mitchell Senior Rugby League Club’s work practices.
6.4 Insurance
Mitchell Senior Rugby League Club
must ensure that it has in place and maintains all necessary insurance as
required in clauses 4.4 – 4.8 (inclusive) and as otherwise required by Maranoa
Regional Council.
7. RESPONSIBILITIES OF MITCHELL CAMPDRAFT ASSOCIATION
7.1 Comply with directions
Mitchell Campdraft Association must
comply with all reasonable directions issued by Maranoa Regional Council to the
use of the Maranoa Regional Council Facilities (for the purpose of conducting
campdraft sporting fixtures).
7.2 Maintain approvals
Mitchell Campdraft Association must
ensure that it has in place and maintains all necessary approvals and
registrations required by legislation or appropriate governing sporting bodies
to conduct campdraft sporting fixtures.
7.3 Workplace Health and Safety
Mitchell Campdraft Association has an
obligation under the Harmonised Workplace Health and Safety Act 2012 to
provide a safe place and a safe system of work so as not to place at risk
Mitchell Campdraft Association’s own employees as well as other workers and the
general public at the workplace. Mitchell Campdraft Association must comply
with all relevant enactments, the associated Workplace Health and Safety
Regulations, Standards and Code of Practices. Mitchell Campdraft Association
has an obligation to take all practicable steps to ensure the Workplace Health
and Safety of its employees, contractors and sub-contractors and their
employees and all other people (not employees) who may be affected by Mitchell
Campdraft Association’s work practices.
7.4 Insurance
Mitchell Campdraft Association must
ensure that it has in place and maintains all necessary insurance as required
in clauses 4.4 – 4.8 (inclusive) and as otherwise required by Maranoa Regional
Council.
8. RESPONSIBILITIES OF MITCHELL RODEO ASSOCIATION
8.1 Comply with directions
Mitchell Rodeo Association must
comply with all reasonable directions issued by Maranoa Regional Council to the
use of the Maranoa Regional Council Facilities (for the purpose of conducting
rodeo sporting fixtures).
8.2 Maintain Approvals
Mitchell Rodeo Association must
ensure that it has in place and maintains all necessary approvals and
registrations required by legislation or appropriate governing sporting bodies
to conduct rodeo sporting fixtures.
8.3 Workplace Health and Safety
Mitchell Rodeo Association has an
obligation under the Harmonised Workplace Health and Safety Act 2012 to
provide a safe place and a safe system of work so as not to place at risk
Mitchell Rodeo Association‘s own employees as well as other workers and the
general public at the workplace. Mitchell Rodeo Association must comply with
all relevant enactments, the associated Workplace Health and Safety
Regulations, Standards and Code of Practices. Mitchell Rodeo Association has an
obligation to take all practicable steps to ensure the Workplace Health and
Safety of its employees, contractors and sub-contractors and their employees
and all other people (not employees) who may be affected by Mitchell Rodeo
Association’s work practices.
8.4 Insurance
Mitchell Rodeo Association must
ensure it has in place and maintains all necessary insurance as required in
clauses 4.4 - 4.8 (inclusive) and as otherwise required by Maranoa Regional
Council.
9. RESPONSIBILITIES OF MITCHELL CRICKET CLUB
9.1 Comply with directions
Mitchell Cricket Club must comply
with all reasonable directions issued by Maranoa Regional Council as to the
Maranoa Regional Council Facilities (for the purpose of conducting cricket sporting
fixtures).
9.2 Maintain approvals
Mitchell Cricket Club must ensure
that it has in place and maintains all necessary approvals and registrations
required by legislation or appropriate governing sporting bodies to conduct
cricket sporting fixtures.
9.3 Workplace Health and Safety
Mitchell Cricket Club has an
obligation under the Harmonised Workplace Health and Safety Act 2012 to
provide a safe place and a safe system of work so as not to place at risk
Mitchell Cricket Club‘s own employees as well as other workers and the general
public at the workplace. Mitchell Cricket Club must comply with all relevant
enactments, the associated Workplace Health and Safety Regulations, Standards
and Code of Practices. Mitchell Cricket Club has an obligation to take all
practicable steps to ensure the Workplace Health and Safety of its employees,
contractors and sub-contractors and their employees and all other people (not
employees) who may be affected by Mitchell Cricket Club’s work practices.
9.4 Insurance
Mitchell Cricket Club must ensure it
has in place and maintains all necessary insurance as required in clauses 4.4 -
4.8 (inclusive) and as otherwise required by Maranoa Regional Council.
10. ACCOUNTING RECORDS
(a) Each party will be
separately responsible for their own accounting records required by law or any
other accounting reports required by any governmental agency with respect to
its operation.
(b) Notwithstanding 11(a)
above, Maranoa Regional Council agrees to maintain accounting records for
Mitchell R.S.L. and Combined Sports Club and the parties the subject of this
affiliation.
11. SEVERAL LIABILITY
The liabilities and obligations of
the parties under this Agreement arising out of or in connection with the
operations of the affiliation will be several and not joint or joint and
several and will be borne by them severally in their respective interests.
13. NO PARTNERSHIP
Nothing in this Agreement will be
interpreted or considered as constituting the relationship between the parties
as a partnership, quasi-partnership, association or any other relationship in
which any one of the parties may be liable for the acts or omissions of the
other parties, or in which the parties may share profits.
14. NO IMPLIED DUTY
(a) Nothing in this Agreement
will be considered or interpreted as constituting any party the agent or
representative of any other party. In particular, no party will have the
authority to pledge or purport to pledge the credit of any other party or to
make or give, or purport to make or give, any representation, warranty or
undertaking for or on behalf of any other party.
(b) Notwithstanding the
provisions of 14(a) above, the parties acknowledge and agree that all parties
to this Agreement may (with unanimous consent) appoint one or any of them as
agent for the purposes of representing all of any of the parties in
negotiations with third parties. Such appointment shall be on terms and
conditions that are acceptable to all of the parties and with the implied
purpose of furthering the alliance.
15. NO FIDUCIARY DUTY
No party will be taken to be a
trustee for any other party except as expressly provided in this Agreement. To
the extent to which a party owes a fiduciary duty to the other party, it will
in the performance of that duty, be entitled to have primary regard to its own
commercial interests.
16. REPRESENTATIONS AND WARRANTIES
Each party makes the following
representations and warranties to the other parties as at the date of this
Agreement:-
(a) It is (where appropriate – excluding
Mitchell Junior Rugby League and Netball Club, Mitchell Senior
Rugby League Club, Mitchell Campdraft Association, Mitchell
Rodeo Association, Mitchell Cricket Club) a corporation
validly existing under the laws of the place of its incorporation specified
in this Agreement;
(b) It has the power to enter into and
perform its obligations under this Agreement;
(c) It has taken all necessary action
(where appropriate) to authorise the entry into and perform this
Agreement.
(d) This Agreement constitutes a valid
and binding obligations, enforceable in accordance with its terms, subject to
any necessary stamping and registration, and subject to principles of
equity and to backruptcy, insolvency, liquidation, moratorium and
similar laws affecting creditors’ rights generally and to other laws
of general application;
(e) The execution and performance by it
of this Agreement does not and will not violate a provision of:
(i) A law or treaty or a judgement,
ruling, order or decree or a government agency binding on any party;
(ii) Its Constitution or other
constituent documens; or
(iii) Any other document or agreement
binding on a party’s assets;
and, does not and will not create or
impose any security interest on any party’s assets.
17. TERM
The Term of this Agreement shall
commence on the Commencement Date and shall continue until the Termination
Date.
18. TERMINATION
18.1 Termination by any party
This Agreement may be terminated upon
one (1) month’s notice in writing by one party to the other:
(a) Upon the expiration of the Term;
(b) Upon the
insolvency, bankruptcy or commencement of winding up proceedings of
any of the parties;
(c) Upon the
failure or default of any of the parties to observe all material or substantial
terms and conditions of this Agreement and written notice specifying
such default has been given and such default has not been rectified
within 30 days thereof.
18.2 Termination by Maranoa Regional Council
Notwithstanding clause 18.1, Maranoa
Regional Council may immediately terminate this Agreement by giving written
notice to the other parties:
(a) If another
party commits a serious or persistent breach of any of the terms of this
Agreement;
(b) If in the reasonable
opinion of Maranoa Regional Council another party acts dishonestly or neglects
to carry out a lawful instruction or direction by Maranoa Regional Council;
(c) If another party is convicted of a criminal
offence;
(d) If in the reasonable
opinion of Maranoa Regional Council, another party fails to perform its obligations
to a satisfactory standard, which goes un-remedied for 10 Business Days after
written notice of that failure has been given by Maranoa Regional Council to
another party;
(e) If another party fails to
comply with Maranoa Regional Council Workplace Health and Safety Policies and
Procedures.
18.3 Obligations that continue after termination
Any obligations that by their nature
continue after the termination of this Agreement, specifically including the
confidentiality provisions herein, shall remain binding on the parties.
18.4 No Compensation
Upon termination of this Agreement by
Maranoa Regional Council pursuant to clause 18.2, no other party is entitled to
claim compensation or damages from Maranoa Regional Council in relation to that
termination.
18.5 Maranoa Regional Council Property
Upon termination of this Agreement,
the parties (other than Maranoa Regional Council) shall immediately vacate the
Maranoa Regional Council premises.
19. INDEMNITY
19.1 Agreement
Each party indemnifies the others against:
(a) All losses suffered by the others;
(b) All liabilities incurred by the
others; and
(c) All legal costs (on a
solicitor and own client or full indemnity basis, whichever is the
greater) and other costs and expenses incurred by the others in connection
with a demand, action, arbitration or other proceeding (including mediation,
compromise, out or court settlement or appeal);
arising directly or indirectly as a
result of or in connection with a breach or non-performance of any of the
obligations of the party under this Agreement, whether express or implied.
19.2 Must Pay
The indemnifying party must pay to
the others all liabilities and costs referred to in clause 19, whether or not
the others have paid or satisfied them.
20 CONFIDENTIALITY
20.1 Confidential Information
The parties acknowledge and agree
that the following is Confidential Information:
(a) The negotiation and
execution of this Agreement;
(b) Details of this Agreement
and the parties agree to treat the
same as Confidential Information and not to divulge the information to any
third party without the prior consent in writing of the other parties.
20.2 Disclosure of Confidential Information
If the parties consent to disclosure
of Confidential Information they must ensure that the authorised recipient is
advised of the confidential nature of the information and of the fact that it
may not be divulged without the prior consent in writing of all parties.
20.3 Consent not required
The parties may (without consent of
the other) disclose the Confidential Information (to the extent reasonably
required):
(a) If required by a statute,
inquiry, request or order of any court, government or local, state or federal
authority having jurisdiction;
(b) To the extent necessary to
allow the parties to carry out their obligations and exercise their rights
under this Agreement;
(c) To obtain the advice of
any independent accountants, legal advisers and other experts engaged by a
party to give advice with respect to this Agreement or an other matter incidental
to it;
(d) Where the information is
already in the public domain or is lawfully obtained by the disclosing party
from sources other than this Agreement.
20.4 Officers, employees and agents
Each party must procure that its
officers, employees and agents act in accordance with the terms of this clause.
To the extent that any of its officers, employees or agents do not act in
accordance with this clause 20, then that party will be liable for the actions
of its officers, employees and agents.
21 GST
21.1 GST exclusive amounts
All amounts payable under or in
accordance with this document are exclusive of GST.
21.2 Payment of GST
(a) A recipient of a taxable
supply under or in connection with this document must pay to the supplier, in
addition to the GST exclusive consideration for the taxable supply, an amount
equal to any GST paid or payable by the supplier in respect of the taxable
supply (GST Amount).
(b) The recipient must pay the
GST amount to the supplier when the GST exclusive consideration or part of it
is provided, except that the recipient need not pay the GST amount unless the
recipient has received a tax invoice (or an adjustment note) for that taxable
supply.
21.3 Reimbursements
Where a supplier incurs a cost or
expense for which it may claim payment, reimbursement or indemnity for another
party under or in connection with this document, the amount to be paid or
credited to the supplier is the cost or expense (reduced by the input tax
credit that the supplier is entitled to claim in respect of that cost or
expense) plus the amount in respect of GST payable by the recipient as
calculated under clause 21.2.
22. NOTICES
22.1 Service of Notice
A Notice, demand, certificate,
consent, approval, waiver or communication given under this document (notice)
must be:
(a) In writing, in English and
signed by the party giving it, or by a person duly authorised by the party
giving it; and
(b) Delivered or sent by
prepaid post or fax to the party’s address specified in the Details of Parties
on Page 6, or any other address notified by a party to the party or parties.
22.2 Effective Service
A Notice given in accordance with
clause 22.1 takes effect when received, or at a later time specified in it.
A Notice is taken to be received:
(a) On delivery, if hand delivered;
(b) On the second
Business Day after the date posting (or on the tenth Business Day
after the date of posting if posted to, or from, a place outside of
Australia), if sent by prepaid post; or
(c) When the
sender’s fax system generates a message confirming successful transmission
of the entire document, if sent by fax,
but if the delivery, receipt or
transmission is not on a Business Day, or is after 5:00pm on a Business Day, it
is taken to be received at 9:00am on the next Business Day.
22.3 Ineffective Service
A Notice is taken not to be received if:
(a) In the case of service by post, the
notice is returned to sender;
(b) In the case of
service by fax, the notice is not received in full and legible form.
23. MISCELLANEOUS
23.1 Assignment
A party may only dispose of, deal
with, declare a trust over or otherwise create an interest in, its rights under
this document with the prior consent of each other party.
23.2 Discretion in Exercising Rights and Giving Consents
A party may exercise a right or
remedy or give or refuse its consent in any way it considers appropriate
(including by imposing conditions), unless this document expressly states
otherwise.
23.3 No Warranty by Giving Consent
By giving its approval or consent, a party
does not make or give any warranty or representation as to any circumstance
relating to the subject matter of the consent or approval.
23.4 No Liability for Loss
A party is not liable to another
party for loss caused by the exercise or attempted exercise of, failure to
exercise, or delay in exercising a right or remedy under this document.
23.5 Conflict of Interest
A party’s rights and remedies under
this document may be exercised even if it involves a conflict of interest or a
party has a personal interest in their exercise.
23.6 Remedies Cumulative
The rights and remedies provided in
this document are in addition to other rights and remedies given by law
independently of this document, except to the extent that those other rights
and remedies are expressly excluded in this document.
23.7 Exclusion of Contrary Legislation
Any legislation that diminishes the
obligation of a party, or adversely affects the exercise by a party of a right
or remedy, under or relating to this document is excluded to the full extent
permitted by law.
23.8 Amendment
This document can only be amended,
supplemented, novated or replaced by another document signed by the parties.
23.9 Waiver
A right under this document can only
be waived by notice signed by the party or parties waiving the right. A party
does not waive its rights under this document because it grants an extension or
forbearance to any other party. A waiver of a right on one or more occasions
does not operate as a waiver of that right if that right arises again. The
exercise of a right does not prevent any further exercise of that right or of
any other right. If a party does not exercise a right or remedy fully or at a
given time, the party may still exercise it later.
23.10 No Merger
None of the rights and obligations of a party under this
document merge:
(a) On completion of any transaction
contemplated by this document;
(b) With any
security interest, guarantee, judgement or other right or remedy that a
party may hold at any time; or
(c) As a consequence of anything done
under this document,
and those rights and obligations at all times remain in full
force and effect.
23.11 Survival of Rights and Obligations
The following survive termination or expiration of this
document:
(a) Rights accrued
to a party up to the date of termination or expiration of this document.
(b) Indemnities
and obligations of confidence given by a party under this document.
23.12 No Payment Required to Claim Indemnity
It is not necessary for a party to
incur expense or make a payment before enforcing a right of indemnity under
this document.
23.13 Giving Effect to this Document
Each party agrees, at its own
expense, to do anything (including ensuring that its employees and agents do
anything) that any other party reasonably requires (such as obtaining consents,
signing and producing documents) as may be necessary or desirable to give full
effect to the provisions of this document and the transactions contemplated by
it.
23.14 Entire Agreement
This document embodies the entire Agreement
between the parties and supersedes all previous agreements, understandings,
negotiations, warranties and representations on the subject matter of this
document. If this document is inconsistent with any other agreement between any
of the parties, this document prevails to the extent of the inconsistency.
23.15 Construction
No rule of construction applies to
the disadvantage of a party because that party was responsible for the
preparation of, or seeks to rely on, this document or any part of it.
23.16 Severability
If the whole, or any part, of a
provision of this document is void, unenforceable or illegal in a jurisdiction,
it is severed for that jurisdiction. The remainder of this document has full
force and effect, and the validity or enforceability of that provision in any
other jurisdiction is not affected. This clause has no effect if the severance
materially alters the nature or intended effect of this document.
23.17 Costs and Expenses
Each party will bear its own costs
and expenses in relation to the negotiation, preparation, execution, delivery,
registration and completion of this document and any related documentation.
23.18 Duty
Each party will pay, and indemnifies
each other party against payment of, all duty (including any fines or penalties)
payable:
(a) In connection with this document; and
(b) On any transaction contemplated by
this document.
23.19 Execution under Power of Attorney or Agency
Each person who executes this document as:
(a) Attorney for a party; or
(b) Agent of a party,
warrants that he or she has authority
to do so, and will produce written evidence of that authority to any party who
requests it.
23.20 Time of the Essence
Time is of the essence with respect
to all provisions of this document that specify a time for performance.
23.21 Governing Law
This document is governed by the law
in force in Queensland, Australia. Each party irrevocably submits to the
non-exclusive jurisdiction of the courts exercising jurisdiction in Queensland,
and any court that may hear appeals of those courts for any proceeding in
connection with this document, and waives any right it may have to claim those
courts are an inconvenient forum.
23.22 Counterparts and Facsimile Copies
This document may be executed in
counterparts. A counterpart may be a facsimile copy of this document. All
counterparts together are taken to constitute one instrument. A facsimile copy
of this document which has been executed by a party (Signatory) may be
relied upon by a party to the same extent as if it was an original of this
document executed by the Signatory.
24. Good Faith
24.1 Parties agree to act
Without limiting the generality of
any provisions of this Agreement, the parties agree that in the performance of
their respective duties and the exercise of their respective powers under this
Agreement and in their respective dealings with each other, they will act in
good faith.
24.2 Definition of Good Faith
For the purpose of this Agreement ‘good faith’ means:
(a) Being fair, reasonable and honest;
(b) Doing all
things reasonably expected by the other parties and by the Agreement;
(c) Not impeding
or restraining the other parties’ performance of this Agreement.
25. MEDIATION
25.1 Representative to resolve dispute
Upon any dispute between the parties,
whether with respect to the interpretation of any term of this Agreement or
with respect to the performance of any obligation under this Agreement, at the
request of any party, each party will designate a representative (which may be
the named party itself) to attempt to resolve such dispute.
25.2 Use reasonable endeavours
The designated representative will
use all responsible endeavours to resolve the dispute over a period of ten (10)
Business Days, unless he or she concludes that an amicable resolution of the
matters in issue through such efforts, do not appear likely.
25.3 Format for discussions
The specific format for such
discussions will be left to the discretion of the designated representatives
but may include preparation of agreed upon statements of fact or written
statements of position.
25.4 Refer matter to dispute resolution
If the dispute can not be resolved,
pursuant to this clause 25 the parties will refer the matter to dispute
resolution in accordance with clause 26.
26. DISPUTE RESOLUTION
26.1 Notification of Parties to the Dispute
A dispute shall be submitted to
mediation under this Agreement by written notice (Dispute Notice) to the
other party setting out details of the dispute.
26.2 Selecting a Mediator
(a) The mediator will be selected by agreement of the
parties.
(b) If the parties can not
agree on a mediator within seven (7) days after service of the Dispute Notice,
a mediator will be designated by the President for the time being of the
Queensland Law Society at the request of any party.
26.3 Participation
(a) The mediation will be
conducted as specified by the mediator and agreed upon by the parties.
(b) The parties agree to use their best endeavours to:
(i) Discuss their differences; and
(ii) Attempt, with the
assistance of the mediator, to reach an expeditious and amicable resolution of
the dispute.
26.4 Confidentiality
(a) The mediation will be
treated as a settlement discussion and therefore any disclosures / exchanges,
whether written or oral, in the course of mediation will be confidential.
(b) This Agreement does not
restrict the parties’ freedom to disclose and discuss the course of proceedings
and exchanges within the mediation with their advisers and insurers, provided
always that any such disclosures and discussions will only be on this same
basis of confidentiality.
(c) The mediator must not
testify for any party or any third party in any later proceeding relating to
the dispute.
(d) No recording or transcript shall be made of the
mediation proceedings.
(e) Documents or other
materials brought into existence for or as a result of the mediation will also
be confidential and privileged (any use of which within the context of the
mediation will not constitute a waiver of such confidentiality and privilege)
and will not be used in later proceedings and will not be discoverable or
otherwise able to be used in later proceedings.
26.5 Costs and Fees
(a) Each party will bear its own costs in the
mediation.
(b) The fees and expenses of
the mediator and other costs relating to the conduct of the mediation,
including but not limited to room hire, will be shared equally by the parties.
26.6 Court Proceedings
If a dispute has not been resolved
within 90 days of service of the Dispute Notice (or a longer period, if the
parties agree to extend the mediation), the mediation shall terminate and any
party can bring proceedings in a Court of competent jurisdiction.
EXECUTION
Executed as an Agreement.
SIGNED for Maranoa Regional Council by
its duly authorised officer, in the presence of:
______________________________ ____________________________
Signature of witness Signature
of officer
______________________________ ____________________________
Name (BLOCK LETTERS) Name
(BLOCK LETTERS)
SIGNED for Mitchell R.S.L.. & Combined
Sports Club Inc. by its duly authorised officer, in the presence of:
_______________________________ ____________________________
Signature of witness Signature
of officer
______________________________ ____________________________
Name (BLOCK LETTERS) Name
(BLOCK LETTERS)
SIGNED for Mitchell Junior Rugby League
and Netball Club by its duly authorised officer, in the presence of:
______________________________ ____________________________
Signature of witness Signature
of officer
______________________________ ____________________________
Name (BLOCK LETTERS) Name
(BLOCK LETTERS)
SIGNED for Mitchell Senior Rugby League by
its duly authorised officer, in the presence of:
____________________________ ____________________________
Signature of witness Signature
of officer
____________________________ ____________________________
Name (BLOCK LETTERS) Name
(BLOCK LETTERS)
.
SIGNED for Mitchell Campdraft Association
by its duly authorised officer, in the presence of:
______________________________ ____________________________
Signature of witness Signature
of officer
______________________________ ____________________________
Name (BLOCK LETTERS) Name
(BLOCK LETTERS)
SIGNED for Mitchell Cricket Club by
its duly authorised officer, in the presence of:
______________________________ ____________________________
Signature of witness Signature
of officer
______________________________ ____________________________
Name (BLOCK LETTERS) Name
(BLOCK LETTERS)
Annexure A
Plans
|
Attachment
2
|
Maranoa Regional Council Audit Committe - Draft
Terms of Reference
|
MARANOA
REGIONAL COUNCIL
Audit Committee
TERMS
OF REFERENCE
INTRODUCTION
Council
has adopted a policy to establish an Audit Committee in accordance with Section
105(2) of the Local Government Act 2009 and Section 208 of the Local Government
Regulation 2012. In compliance with this legislation, Council has instituted
the set up of an Audit Committee (the Committee) to review the integrity of
financial documents, monitor the internal audit function and oversee the
effectiveness and objectivity of Council’s internal auditors.
PURPOSE
The
main purpose of the Committee is to provide advisory services to Council in the
effective performance of its responsibilities as prescribed under the Local
Government Act 2009 and the Local Government Regulation 2012. The
Committee will have an oversight function and therefore exercises a monitoring
and assessment role.
The
Audit Committee provides an independent forum where representatives of council,
independent specialists and management work together to fulfil specific
governance responsibilities as set out in this Terms of Reference.
AUTHORITY
The
Audit Committee Terms of Reference sets out the specific responsibilities of
the Audit Committee and details the manner in which the Committee will operate.
The Audit Committee is an advisory body only and has no line of authority. The
Audit Committee reports to Council through the Chief Executive Officer
At
all times the Audit committee is to maintain its independence from the
day-to-day operations of the Council.
OBJECTIVES
The
overall objectives of the Audit Committee are to:
1. Monitor and review:
a) the integrity of financial documents;
b) the internal audit function; and
c) the effectiveness and objectivity of
the local government’s internal auditors.
2. Make recommendations to Council about
any matters that the audit committee considers need action or improvement.
SCOPE
OF RESPONSIBILITIES
The
scope of responsibilities of the Committee includes an oversight function for
the following aspects of Council’s business:
Internal
controls, policies and procedures
Financial
management and reporting
Asset
valuation process
Internal
audit
External
audit
Risk
management
Governance
framework and processes
Legislative
compliance
Operational
efficiency and performance
Asset
management
Other
key responsibilities of the Committee relate to:
External
Audit
· Monitor or review Council’s compliance with
legislation regarding financial reporting; and
· Review the draft general purpose financial statement
and financial sustainability statement
· Review the audited financial statements prior to
approval by Council with focus on external auditors audit report including any
external audit comments related to significant changes in accounting policies
and procedures, departure from accounting standards or major audit adjustments
· Review of management response to external auditor’s
recommendation and extent of implementation (assessing
the policies and procedures adopted by management to address these matters).
Internal
Audit
· Review through internal audit the adequacy of the
internal control structure and systems, including information technology
security and control
· Oversee the internal audit functions to enhance
Council’s governance, internal control systems and processes
· Ensure that adequate resources are allocated for the
efficient and effective performance of internal audit functions
· Review the internal audit progress report, the
significant internal audit recommendations and monitor management’s response
and corresponding implementation
· Monitor the extent of external auditors’ reliance on
internal audit work to facilitate completeness of audit coverage and
maximisation of resources
· Assess and monitor the effectiveness, independence and
objectivity of internal audit.
Pursuant
to section 211(1)(b) of the Local Government Regulation 2012, the Audit
Committee must review each of the following matters:
(a)
the internal audit plan for the internal audit for the current financial year;
(b) the internal audit progress report for
the internal audit for the preceding financial year including
the recommendations in the report and the actions to
which the recommendations relate;
(c) a draft of the local government’s
financial statements for the preceding financial year before the statements are
certified and given to the auditor-general under section 212 of the Local
Government Regulation 2012; and
(d)
the auditor-general’s audit report and auditor-general’s observation report
about the local
government’s financial statements for the preceding
financial year.
Further,
pursuant to section 211(3) of the Local Government Regulation 2012 the
Audit Committee may, for performing its functions under subsection 211(1)(b),
seek information or advice from the person who has carried out the internal
audit.
DUTIES
AND RESPONSIBILITIES
Audit
Committee Member
• Contribute to the assessment and
improvement of Council’s governance processes, including its systems of
internal control, risk management and internal audit activities; and
• Prepare for, attend and contribute as appropriate
to Audit Committee meetings; and
• Review key areas of risk to Council
including internal controls, external reporting and compliance requirements,
governance and probity; and
• Review the activities of external and
internal audit and provide guidance and direction as required; and
• Be proactive in respect to any
matters that would compromise the objectivity or independence of the Internal
Audit function; and
• Refrain from making any public
comment or issuing any information in any form, concerning matters of the Audit
Committee or matters of interest to the Committee; and
• Raise
any issues related to a conflict of interest with the Chair as soon as
possible; and
• Not disclose, make improper use or
take advantage of any restricted information that they may have access to as a
Member of the Committee; and
• Act in an ethical manner in consideration of
issues and the provision of advice to Council; and
• Act in accordance with these Terms of Reference.
Chairperson
In
addition to the duties and responsibilities as an Audit Committee member, the
Audit Committee Chairperson shall:
• Provider leadership and direction to
the Audit Committee including providing meeting structure, professionalism and
efficiency; and
• Encourage
the participation of other members; and
• Ensure effective communication
between the Audit Committee, Chief Executive Officer, Executive Management
Team, Internal and External Auditors; and
• Ensure the independence and
objectivity of the Audit Committee and Internal Audit functions are maintained.
COMPOSITION
OF COMMITTEE
The
membership of the committee will comprise of two Councillors and four (4)
external members, appointed by Council. The Council will appoint one of the
external members of the Audit Committee as Chairperson.
Council
can at any time appoint a stand-in or replacement Councillor member to the
Audit Committee. A proxy is not permitted if an external member is unable to
attend meetings.
Whilst
not committee members, the Chief Executive Officer, Director Corporate,
Community and Commercial Services and Internal Auditor are required to attend
meetings as permanent attendees with no voting rights.
The
Committee may invite other Council Officers or Council’s External Auditors to
attend meetings as necessary.
TENURE
OF COMMITTEE
The
Audit Committee is established for the term of the current Council, unless
dissolved earlier by Council resolution.
TERMS
OF MEMBERSHIP
Councillors
will be appointed to the Committee for the term of the Council unless otherwise
removed by a resolution of Council or acceptance of a resignation. A Councillor seeking to resign from the Committee must
provide a written request to the Council. In the event of a Councillor
resigning from his/her position on the Committee, the Council will nominate a
Councillor to fill the vacant position.
A
Councillor’s membership of the Committee will automatically expire concurrent
with the end of their term on council. Councillors are eligible for
re-appointment by Council upon being re-elected.
External
members are generally appointed for the term of the current Council, unless
otherwise removed by a resolution of Council or acceptance of a resignation.
An External Committee Member may, by notice in writing addressed to the
Council, resign his/her office as a Member.
Council
may remove a Member from the Committee if a member is unable or unwilling to
operate within these Terms of Reference and any relevant policy, procedure or
guidelines of Maranoa Regional Council.
External
members’ membership will expire at the expiry of the Council term. The new
Council will invite expressions of interest for membership of the Audit
Committee, at which a former external member can re-apply.
Remuneration
will be paid to each external member as determined by Council.
If
any Member of the Committee is absent for three (3) consecutive meetings
without having obtained leave of absence from the Committee, the Member’s
continued membership of that Committee will be referred to the Council for
determination.
MEETING
ADMINISTRATION AND PROTOCOL
Administrative
Support
The
Chief Executive Officer shall provide administrative resources to the
Committee.
The
Coordinator Elected Members and Community Engagement will be responsible for:
• Preparation
and distribution of the agenda and any attachments and other material to the
Committee, at least five (5) working days prior to the scheduled meeting; and
• Preparation
of a written report about matters reviewed at the meeting and the Committee's
recommendations about the matters, as required. Pursuant to s.272(7) of the
Local Government Regulation 2012, the Audit Committee is exempted from the
requirement to keep formal minutes of its proceedings as the function of the
Audit Committee is to advise or recommend only.
The
Audit Committee may request additional resources to be allocated by the
Council, subject to agreement with and satisfaction of the Chief Executive
Officer that the resources are reasonable, available and will be applied to
tasks designed to achieve a specified objective. All such requests will be appropriately
recorded and recommended in the Committee Report.
Quorum
In
accordance with section 211(2) of the Local Government Regulation 2012 a
quorum will be at least half of the number of members of the Committee or three
(3) voting members.
Meeting
Procedures
Unless
otherwise provided in these Terms of Reference, the Audit Committee will adopt
meeting procedures in accordance with section 270 of the Local Government
Regulation 2012.
Voting
In
accordance with section 270 of the Local Government Regulation 2012:-
· Voting at a meeting must be open and questions decided
by the majority of the votes of the
Members present, however if the votes are equal, the
Member presiding (Chairperson) has the casting vote.
· Each Member of the Audit Committee present has a vote
on each question to be decided.
· If a Member fails to vote, the member is taken to have
voted in the negative.
Other
Non-members
may, with the permission of the Chair, address the Audit Committee on any item
of business listed on the agenda however, a non-member will not vote on any
matter at an Audit Committee meeting.
Frequency
of Meetings
Committee
meetings shall be held four times in each financial year. The date, time and
venue of the meeting will be set by the Chief Executive Officer (CEO) in consultation
with the Committee Chairperson.
As
an indicative guide, the Committee should meet quarterly with meetings arranged
to coincide with relevant Council deadlines e.g. to coincide with the
requirement for the Audit Committee to review the draft financial statements.
The
Committee shall recommend to Council if additional meetings are required in
order to fulfil their duties.
Reporting
The
Audit Committee shall submit a summary of its activities for inclusion in the
Council’s Annual Report.
Conflicts
of Interest
A
Member has a conflict of interest in an issue if there is a
conflict between the Member’s private interest and the public interest that may
lead to advice or a recommendation that is contrary to the public interest. Audit Committee members shall absent themselves from
meetings when a conflict of interest agenda item is raised. The member will
remain absent from the meeting until the agenda item has been appropriately
addressed by the Committee.
Councillors
Councillors
must abide by the following provisions of the Local Government Act 2009:-
· Section 172 Councillor’s material
personal interest at a meeting;
and
· Section 173 Councillor’s conflict of interest at a meeting.
Council
Officers
Council's
officers must abide by Council’s Code of Conduct and disclosures in relation to
conflicts of interest (Conflicts of Interest, Gifts and Personal Benefits and
Prescribed Personal Interests).
CONFIDENTIAL
MATTERS
In
accordance with sections 171, 171A (Councillors) and 200 (Employees) of the Local
Government Act 2009 a person who is or has been a Member of the Audit
Committee must not make improper use of information acquired as a Member to
• gain,
directly or indirectly, a financial advantage for the person or someone else;
• cause
detriment to the local government; or
• release
information that the person knows, or should reasonably know, is information
that is
confidential.
INFORMATION
PRIVACY
Maranoa
Regional Council including Committees appointed by Council, are subject to the Information
Privacy Act 2009 (IP Act). Members are advised that personal information of
an individual must the handled in accordance with the Information Privacy
Principles (IPPs) of the IP Act.
INSURANCE
Council
will ensure that all Members of the Audit Committee are covered by appropriate
insurances (eg. public liability).
DISPUTES,
COMPLAINTS AND GRIEVANCES
All
disputes, complaints and grievances will be handled in accordance with Maranoa
Regional Council policies and procedures.
MARANOA
REGIONAL COUNCIL
Audit Committee
ACCEPTANCE
OF TERMS OF REFERENCE
External
Members
I,
___________________________________________agree to be a Member of the Audit
Committee and agree to abide by the conditions outlined in the Terms of
Reference for the Committee. I understand that the Audit Committee is purely a advisory
committee to Council that is designed to discuss key issues, make
recommendations to Council as it pertains to the stated purpose of the Audit
Committee. I understand however that final decisions will be made by the
Maranoa Regional Council and that individual members and the Audit Committee do
not hold decision making powers to direct the strategic policy, planning or
operations of Council and are not able to commit Council resources.
I
consent to my personal information by way of my being a member of the Audit
Committee or contributions made by myself at the Committee meeting being
publicly available and being transferred outside of Australia by means of being
published on Council’s website.
I
understand that I may terminate my membership of the Committee by giving
written notice to the
Council.
I also understand that my membership of the Committee may be terminated should
a breach of these Terms of Reference occur.
Signed:
_____________________________
Date: _____________________________
