TERMS OF REFERENCE Adopted 17 th October 2013 These Terms of Reference are underpinned by the Constitution of the WHITSUNDAY ROC LIMITED
1. COMPANY The company WHITSUNDAY ROC LIMITED is registered as a public company limited by guarantee and the name of the organisation is Whitsunday ROC Limited. 2. MISSION STATEMENT To create and enhance organisational capacity of Councils; to capture and harness the global opportunities for the benefit of the Whitsunday Region. 3. VISION Think Globally, Act Regionally, Deliver Locally. 4. CORE VALUES a) Integrity b) Respect c) United d) Accountable 5. OBJECTIVES a) To identify opportunities of innovation and collaboration through strong relationships, with an aim to support long term sustainability for each Council and for the benefit of the communities they serve; b) Develop organisational capacity through the sharing of resources and savings efficiencies through collaboration; c) Address and support cross-boundary priorities and challenges, particularly in times of adversity; d) Gain better funding outcomes for the region, aiming to broaden the Whitsunday Region economy; e) Identify and prioritise infrastructure initiatives and deliver strategies to secure the Whitsunday Region's future; f) Strengthen relationships with State and Federal government and agencies. To speak with a united voice representing collective interests with an aim to influence key decision makers from both government and private sector; g) Deliver outcomes focused advocacy to leverage funding and deliver key projects for the betterment of the Whitsunday Region and its communities; h) Assess and monitor government policies and where appropriate develop policy position on behalf of the Whitsunday Region. 2
6. PRINCIPLES To deliver outcomes aligned to these objectives, the Whitsunday ROC will note the following principles: a) Decisions Made by agreement of the appointed representatives allowing for debate, discussion and the opportunity for presentation of alternate views and; Resolution of regional matters shall promote the collective interests of the three local government authorities without negatively impacting the interest of any individual Council. b) Operations i. Facilitate the sharing of information and resources to support the objectives of the Whitsunday ROC; ii. Identifying, planning, prioritising and assessing assets of regional significance; iii. Lobbying to secure government and/or private investment to deliver regional assets; iv. Research State and Commonwealth policies ensuring the Councils and the Region are not disadvantaged and provide recommendation for response; v. Provide a forum which supports openess and trust; vi. Deal with issues of significance, determined by the Directors of the organisation; vii. Ensure that the Executive Officer effectively and efficiently manages the Whitsunday ROC operations within the budget and delegations agreed to. c) Stakeholder Relations That the Directors, Council organisations and staff of the Whitsunday ROC develop strong relationships and effective networks and advocate and represent the interests of the Whitsunday ROC where appropriate at a local, regional, national and global level. d) Regional Collaboration Collaboration is to be prioritised with the respective Councils of the Whitsunday ROC working towards quality, efficiency, innovation and sustainability. It is not limited and will be determined by the Whitsunday ROC through party representation and engagement. Where appropriate the Whitsunday ROC will collaborate with external key organisations and/orgovernment departments, to deliver outcomes of regional significance. 3
7. PARTIES TO THE TERMS OF REFERENCE 1. MACKAY REGIONAL COUNCIL a local government constituted under the Local Government Act 2009 having its public office at 73 Gordon Street, Mackay 2. ISAAC REGIONAL COUNCIL a local government constituted under the Local Government Act 2009 having its public office at Batchelor Parade, Moranbah 3. WHITSUNDAY REGIONAL COUNCIL a local government constituted under the Local Government Act 2009 having its public office at 83-85 Main Street, Proserpine 8. REPRESENTATIVES The parties to the Terms of Reference will nominate representatives from each party who will be the Mayor and Chief Executive Officer who are appointed as Directors of the Company. The Company has been established to encourage communication and co-operation and resource sharing between the respective Councils and provide effective advocacy and agreed priority positions from a local government perspective and the context of the betterment of the region. 9. SELECTION OF THE CHAIR a) It is the intention that the nomination of the Chair is provided on the written agreement of all three Mayors only; b) The Chair is elected for the term of Council; c) Endorsement of the Chair is intended to be a unanimous vote by all Directors; d) Failure to reach unanimous agreement indicates a significant fracture of inter-council relationships and is likely to lead to dissolving the company. 10. POWERS The Whitsunday ROC shall have the power to: a) Determine the annual levy contribution by way of formula to support the operations of the Whitsunday ROC; b) Parties are financially committed to the contribution levy unless written resignation is received prior to the Annual General Meeting providing a minimum of fourteen (14) days notice; c) Any additional request of funds for projects and/or matters not included in the annual budget that are considered to be of an urgent or important regional significance shall be referred to the member Councils for approval; A project brief must be provided to the representatives of the member Councils. 4
All member Councils must approve and ratify the request for additional funds before the project is undertaken. d) Determine and make payments from its funds for any or all of the purposes of its objectives; e) Receive any grant or subsidy and apply monies for the purposes of such grant or subsidy towards achievement of the objectives; f) Make representations in the media on issues pertaining to Whitsunday ROC objectives. 11. MEETINGS Meetings of Whitsunday ROC will be held in accordance with the following guidelines: The Whitsunday ROC shall meet every four (4) weeks, unless otherwise agreed. a) Meetings shall be held with at least seven (7) days notice; - as determined by previous meetings; - called by the Chair; - at the request of any three (3) members. b) Minutes of the meeting with be circulated within seven (7) days to Directors and confirmed at the following meeting; c) A quorum shall consist of one (1) member Council representative from each Council; d) The Chair will preside at all meetings. In the absence of the Chair, the Chair will appoint a Director to preside over the meeting in their absence; e) The Chair will be responsible for the conduct of the meetings and although informal, meetings will be run in a business-like manner; f) Meetings will be held in the Whitsunday and Isaac Local Governement Area once annually with all representatives attending in person; g) When required the Executive Officer will co-ordinate meetings using digital technology where efficiencies can be achieved for all members and will participate from the Whitsunday and Isaac region; h) Twice annually a strategy and outcomes workshop will be undertaken; Annual General Meeting or Special Meeting will be held within three (3) months from the end of June: i) To receive audited annual financial statements and reports; j) To establish and determine an annual budget and the amounts of annual levy (contribution) by each Council; k) To transact any other business. A Special Meeting can be held for any urgent business with approval from the Chair. 5
11.1 MEETINGS - ATTENDANCE Whitsunday ROC meetings shall be attended by: a) Representatives from each Council, the Mayor and Chief Executive Officer. In absence (due to leave or illness) of the Mayor or Chief Executive Officer, the Deputy Mayor and Acting Chief Executive Officer may attend to ensure equal representation of each Council;. b) Whitsunday ROC Executive Officer; c) Mackay Regional Council Executive Officer - Sustainability and Collaboration. Whitsunday ROC meetings will invite staff of the member Councils, external agencies and technical advisors to present at meetings where appropriate. Further, Whitsunday ROC may invite other persons who have an interest in operations or decisions to attend meetings as observers or technical advisors, to observe the meeting. Under no circumstances will observers and the like be permitted to vote. These invitiations will be determined and approved by the Directors of the Whitsunday ROC prior to the meeting. 11.2 MEETINGS DECISION PROCESS Decisions of Whitsunday ROC are:- (i) (ii) (iii) (iv) made by resolution of the appointed representatives following debate, discussion and the opportunity for presentation of alternate views; and decided by concensus; when concensus cannot be reached, the matter will be moved to the next meeting date agenda. A formal brief will be provided by the Council moving the resolution for all member Councils to consider, discuss and debate. If attendance by all Directors is not achieved and a vote is taken, a resolution can be repealed or amended via flying minute or a special meeting called. A person attending a meeting as a proxy of a Council must act in accordance with the directions ofthe appointing Council. 11.3 MEETINGS AGENDA ITEMS All Whitsunday ROC agenda items must be forwarded to the Executive Officer ten (10) days prior to the next scheduled meeting. The members should discuss potential agenda items with each individual Council. The agenda, with attached meeting papers, will be distributed at least seven (7) days prior to the next scheduled meeting. The Chair has the right to refuse to list an item on the formal agenda and move to a forward meeting. 6
11.4 MEETINGS MINUTES AND PAPERS The format of the ROC meeting minutes shall be as per the standard Whitsunday ROC Meeting Minute Template. The minutes of each ROC meeting will be prepared by the Whitsunday ROC Executive Officer. Full copies of the minutes, including attachments, shall be provided to all ROC members no later than seven (7) days following each meeting. It is the member s responsibility to distribute the minutes to the individual Councils as required. The minutes of each ROC meeting will be monitored and maintained by the Executive Officer as a complete record. 11.5 MEETINGS CONDUCT AND CONFIDENTIALITY Whitsunday ROC meetings allow member Council representatives to discuss items or issues in a frank and honest manner without fear or favour aligned with the values of the Whitsunday ROC. As such the meetings will be closed to the public and observers (determined by the ROC). To participate is to also respect confidentiality of discussion and debate. 12. POLICIES The Whitsunday ROC may at any meeting make, amend or repeal policies consistent with its objectives and principles. 13. ALTERATION TO TERMS OF REFERENCE The Terms of Reference may be rescinded, amended or added to by resolution passed by consensus of the parties at the Annual General Meeting or Special Meeting called for that purpose. 14. FUNDS AND ACCOUNTS Funds of the the Whitsunday ROC shall be deposited by the organisation or any Trustee in the name of the Whitsunday ROC Limited in a nominated bank account. Financials and accounts shall be kept and transactions documented for the preparation of financial statements and reports. This will be managed by the Executive Officer. Such financial statements and reports shall be prepared monthly and presented at ROC Meetings. The income and property of the Organisation shall be used and applied solely in promotion of its objectives and in the exercise of its powers and other provisions of this Charter. Accounts for payment shall be presented to a meeting for approval, or payment may be authorised in advance of a meeting. Cheques shall be signed by any two (2) of the signatories authorised including the Chair and Executive Officer or any Trustee or person authorised as signatories. 7