2014-06-17 Planning & Organisation Committee Agenda

PLANNING & ORGANISATION COMMITTEE MEETING AGENDA                                          17 JUNE 2014


EXECUTIVE OFFICE REPORTS
9                         NOOSA BIOSPHERE LTD - APPOINTMENT OF MEMBER REPRESENTATIVE
DOCUMENT IN FOR MATI ON




Author                               Executive Officer, Narelle Reid
                                     Executive Office

Index                                Subject/ Noosa Biosphere Reserve/Governance Board

Attachments                          Nil


EXECUTIVE SUMMARY
This report proposes the nomination of the Chief Executive Officer as the representative of
council to exercise all or any of the powers of council as sole member of the company Noosa
Biosphere Reserve Ltd to provide for efficient administration of the company during the
transitionary period to the new management model for the Noosa Biosphere Reserve adopted by
Council at its meeting held on 24th May 2014.

RECOMMENDATION
That Council note the report by the Executive Officer to the Planning & Organisation Committee
Meeting dated 17th June 2014 and nominate the Chief Executive Officer as the representative of
Council to exercise all or any of the powers the Council may exercise, being the sole member of
the Noosa Biosphere Ltd Company.


REPORT
The Noosa Biosphere Ltd (NBL) is owned by Council and Council is the sole member. In the
absence of a nominated member representative, it requires the appointment of directors and
other matters to be determined by Council.

Notice has been received of the resignation of Dr Sue Davis, Chairperson (effective 30 June),
Mary-Jane Weld Environment Board representative director (effective 1 July) and Peter Homan,
Tourism Noosa representative director (effective 30 June). The Noosa Biosphere Ltd company
constitution requires a maximum of eleven (11) directors and a minimum of nine (9). In the event
of any further resignations there would be delays in approving appointment of replacement
directors around the Council meeting cycle. There will also be other decisions during the
transition and wind up phase of the company that are of an administrative nature and can be
handled efficiently without need for a council resolution.

Clause 10 of the NBL constitution provides that where a “member” is not a natural person, the
member may nominate a natural person to represent the member at a general meeting of the
company and perform such functions as are necessary for it to comply with the constitution.
Clause 75 further sets out the powers the member representative may exercise:

A.                        At general meetings;
B.                        At meetings of creditors or debenture holders; or
C.                        Relating to resolutions to be passed without meetings.

The member representative appointment may set out restrictions. The appointment can be a
standing one and can relate to a position (rather than a person).



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