Constitution

The Ross Parsons Centre of Commercial, Corporate and Taxation Law founded in 2003 is an initiative of the Faculty of Law, University of Sydney.

NAME

The name of the Centre shall be the Ross Parsons Centre of Commercial, Corporate and TaxationLaw at the Faculty of Law, University of Sydney (“the Centre”).

OBJECTIVES

The objectives of the Centre are to undertake, promote and support innovative and important scholarship, including teaching, research, consultancy and advocacy in all areas of commercial, corporate and taxationlaw. These objectives will include work both within the University of Sydney, with other Centres in Australia and overseas, with the legal profession more generally, and with the wider community both in Australia and internationally. The Centre’s activities may include:
Supporting, developing and facilitating the teaching of units in both undergraduate and postgraduate courses of study in the areas of commercial, corporate and taxationlaw within the Faculty;

Sponsoring and conducting conferences, seminars, workshops, lectures and other similar activities;

Facilitating visits of distinguished scholars from Australia and overseas;

Supporting high quality postgraduate study in the field, including the Master of Laws, Masters of Taxation, Master of International Taxation, Master of Business Law and related Diplomas, and supervising postgraduate research by thesis or dissertation;

Advising upon and contributing to the development of the undergraduate curriculum in commercial, corporate and taxationlaw at the University of Sydney;

Engaging in research and inquiry into the impact of commercial, corporate and taxationlaw on Australia, the Asia Pacific, and the international community, and engaging in that research with other scholars, bodies and groups from outside of the Faculty of Law and the University of Sydney;

Undertaking a range of external advice, opinion work, consultancies and projects, including some on a pro bono basis, in the areas of commercial, corporate and taxationlaw within Australia, the Asia Pacific, and other parts of the world, where it is impracticable or impossible to engage in such projects as Faculty of Law projects;

Fostering collaborative links with institutions and with fields related to commercial, corporate and taxationlaw that could not otherwise be developed within the Faculty of Law;

Facilitating the publication of papers, reports and other works and supporting other means of dissemination of scholarly publications by use of a distinct marketable and high profile brand name, being the name of the Centre;

Supporting the activities, and collaborating with professional associations and societies engaged in promoting commercial, corporate and taxation law;

Doing all such other things as are incidental or conducive to the attainment of the above objectives or any of them.

ORGANISATION

The Centre shall be a Centre established within and by the Faculty of Law at the University of Sydney and shall be a Centre of the Faculty.

The Centre shall consist of the Chair and three Directors, the Management Committee, the Associate and Affiliate Members and the Advisory Board.

FINANCE AND SPONSORSHIP

Financial responsibility for the Centre’s activities shall be vested in the Dean of the Faculty of Law. The Centre’s funds shall be held in an account maintained by the Faculty of Law. Normally, the Dean will exercise his/her financial responsibility by approving budgets for the Centre, prepared by the Chair in consultation with the Management Committee, and by exercising broad oversight of budgetary performance. Day to day administration of finances will normally be entrusted to the Chair assisted by the Directors.

The Centre may seek sponsorship from government and non-government sources to fund its activities, and may enter into such arrangements as are approved by the Management Committee. All such arrangements shall be governed by a Memorandum of Understanding between the Faculty of Law and the sponsoring body.

The Centre shall endeavor to be entirely self-sufficient in its funding within three years of its establishment. In its first years, prior to gaining self sufficiency, the Centre shall seek funding from the Faculty of Law as seed funding in order to establish programs that are intended to lead to financial self sufficiency. The Centre will, in its initial years, provide the Dean of the Faculty of Law with an annual plan in relation to its founding, and the Center’s report to the Faculty at the end of the year shall indicate the success or otherwise in achieving this plan.

MEMBERSHIP

The Centre shall have two classes of members – Associates and Affiliates.

The Management Committee shall admit the following as Associates of the Centre:

Members of the academic staff of the Faculty of Law with teaching or research interests in corporate, commercial and taxation law;
Partners and Associates nominated by any Sponsor under the terms of a Memorandum of Understanding between the Faculty of Law and that Sponsor;
Academics, and members of the legal profession and the wider community who in the view of the Management Committee will make a significant contribution to the work of the Centre.

There shall be no limit on the number of Associates of the Centre.

The Management Committee may also admit other persons, firms, companies, corporations, organisations, associations and other centres or institutes of commercial, corporate or taxation law as Affiliates of the Centre and the Management Committee may determine from time to time the conditions and privileges of being admitted as an Affiliate of the Centre.

Admission to membership, whether as Associate or Affiliate shall be by a process and in a form decided upon by the Management Committee from time-to-time.

MANAGEMENT COMMITTEE

The management of the business and affairs of the Centre shall be vested in the Management Committee of the Centre.

The Management Committee shall comprise the following:

The Chair and Directors of the Centre;

The Dean of the Faculty of Law, or his or her nominee;

The Managing Partner or Director/CEO of any major sponsor/s, or their nominee, pursuant to the terms of the Memorandum of Understanding with the sponsor/s;

Not more than three additional members elected by the members of the Management Committee referred to in paragraphs (a) to (c) at a meeting of the Management Committee. Such additional members will hold office for a period of one year. Where possible, one of the additional members shall have an expertise in Corporate law, one in Commercial law, and one in Taxation law.

In the case of a casual vacancy caused by the resignation, retirement, or other cause of a member elected pursuant to clause (d), a meeting of the Management Committee may appoint a person who is a member of the Centre to fill that vacancy.

PROCEEDINGS AND POWERS OF THE MANAGEMENT COMMITTEE

The Management Committee may meet, adjourn and otherwise regulate its meetings as it sees fit, but shall meet at least once in every period of six months.

One half plus one of the Management Committee shall constitute a quorum.

Meetings of the Management Committee may occur by conference call, or electronic link, or may use telephone or electronic links to supplement personal attendance, as long as all members participating in a meeting have the opportunity to hear the interventions of the other participating members.

The Management Committee may, at its sole discretion, make regulations consistent with this Constitution relating to the management of the business and affairs of the Centre, including the making of decisions unanimously by email.

The Management Committee may recommend the appointment of such staff as it shall think fit, with or without remuneration.

THE CHAIR and DIRECTORS

The Chair and Program Directors (“the Directors”) of the Centre shall be appointed by the Dean of the Faculty of Law. The Directors shall be members of the academic staff of the Faculty.

One Director shall be appointed with responsibility for Commercial law, one with responsibility for Corporate law, and one with responsibility for Taxation law. The Directors will be drawn from academic staff within the Faculty.

The Chair may be one of the Directors or another person.

One Director will also act as Deputy Chair of the Centre and undertake the duties of the Chair during periods of absence or leave by the Chair;

The Chair and Directors shall be appointed for a period of no more than two years and shall be eligible for reappointment.

The day-to-day conduct of the business and affairs of the Centre shall be the responsibility of the Chair, assisted by the Directors.

The Chair and Directors shall report to the Management Committee on the activities of the Centre.

The Chair and the Directors may be removed from office by the Dean but only after the Dean has called an extraordinary meeting of the Management Committee to discuss the matter.

ADVISORY BOARD

An Advisory Board shall be established comprised of members appointed by the Dean on the advice of the Management Committee;

The Advisory Board shall consist of individuals with a strong interest in commercial, corporate and taxationlaw, including judges, practitioners, scholars, and members of the wider community who have made important contributions to the field, whether in Australia and overseas;

There shall be no limit to the number of members of the Advisory Board. Members of the Advisory Board can be resident in Australia or overseas. Members may be appointed for part of a year, or for more than one year;

The Advisory Board shall meet at least once every year in order to advise the Chair, Directors, the Management Committee, and Faculty on all aspects of the activities of the Centre. Quorum shall consist of those members participating in a meeting of the Advisory Board. These meetings may be facilitated by telephone or electronic means.

AMENDMENT OF THE CONSTITUTION

This Constitution may be added to, amended or repealed by a resolution passed at any meeting of the Management Committee, but such a resolution shall only come into effect when:

it has been carried by a majority of at least two-thirds of the members of the Management Committee present at the meeting and voting thereon;

it is approved by a majority of members of Faculty present at a meeting of Faculty and voting thereon; and;

it is subsequently approved in a manner prescribed by the Rules and Regulations of the University of Sydney in operation from time-to-time.

ANNUAL PLAN and ANNUAL REPORT

At the beginning of each reporting period, the Centre shall publish a Business Plan for the following year that shall include;

a proposed budget
a proposed business plan, which will include a number of milestones of CPI’s that the Centre intends to achieve during the year.

In preparing the annual business plan, the Chairman and management committee of the Centre will have regard to the current plan of the Faculty of Law, and the Business Plan of the Centre, shall where possible, assist in furthering the aims within the Faculty Plan.

The Chair of the Centre shall submit an Annual Report to the Vice-Chancellor, the Dean of the Faculty of Law, and all Members (and any other body that, from time-to-time according to the Policies of the University, the Centre is required to report to) that will;
outline the Centre’s success in achieving the milestones or CPI’s identified in its Business Plan;
Present an accounting of income and expenditure for the previous year, and;
Report on other relevant matters.