The Barbara Dicker Brain Science Foundation Regulations 2012

Preamble

Mr Ian M. Dicker AM and his family are valued supporters of the University.

The University shares the Dicker family’s vision of making a significant and visible impact to improve the lives of people affected by neurological and psychological disorders and has committed to research in the field of brain and psychological sciences, most recently through the establishment of the Brain and Psychological Sciences Centre.

Ian Dicker wishes the University to establish and maintain the Foundation to encourage advances in brain and psychological sciences and help individuals with neurological and psychological disorders.

The Foundation is established by the University at the request and with the generous support of Ian Dicker via an inaugural donation from Steritech Pty Ltd.

The Vice-Chancellor has approved the establishment of the Foundation to support the objects of the Foundation and to acknowledge and honour the Dicker family’s contributions to the University.

It is appropriate to provide by regulation for the establishment and continuing conduct and regulation of the Foundation.

The Foundation will allow other individuals and organisations to support advances in brain and psychological sciences through the solicitation, receipt and management of further donations, gifts, bequests or other support.

Part 1. Preliminary

1. Objectives

The objective of these Regulations is to continue in operation, under the Act and the University Foundations Statute 2012, the Barbara Dicker Brain Science Foundation.

2. Authorising provision

These Regulations are made under the University Foundations Statute 2012 and sections 28, 29 and 30 of the Swinburne University of Technology Act 2010.

3. Definitions

In these Regulations—

Board means the Board of Management of the Foundation;
Foundation means The Barbara Dicker Brain Science Foundation continued in operation under these Regulations;
revoked Regulations means Regulation 24.6 – The Barbara Dicker Brain Science Foundation Regulation made under the Swinburne University of Technology Act 1992.

Part 2. The Foundation

4. Continuation of the Foundation

There is established the Barbara Dicker Brain Science Foundation.

5. Objects and functions

1. The objects of the Foundation are to encourage advances in brain and psychological sciences and help individuals with neurological and psychological disorders.

2. The functions of the Foundation are to—

a. support applied research in brain and psychological sciences, with a view to help diagnose, treat and prevent sleep disorders, anxiety and depression and dementia. In the event that a cure, treatment and prevention is discovered for sleep disorders, anxiety and depression and dementia then to support other applied research into neurological and psychological disorders;

b. provide funding for staff and research projects (but not equipment) in the field of brain and psychological sciences within the University’s “Brain and Psychological Sciences Centre” group (or successor);

c. receive and solicit donations, gifts and bequests for the purpose of the objects and functions;

d. disseminate information and raise awareness of applied research in brain and psychological sciences, in particular the treatment and prevention of sleep disorders, anxiety and depression, dementia and other neurological and psychological disorders;

e. provide other forms of support in furtherance of the objects and functions; and

f. support other such things or activities at the University which are necessary, incidental or conducive to the advancement of the objects and functions.

Part 3. Management of the Foundation

Division 1—Financial

6. Money held by the Foundation

All money held, received or raised for the Foundation, and all accumulations from the investment of money held for the Foundation, must be held by the University and recorded in a separate University ledger account in the name of the Foundation.

7. Investment

1. Money held for the Foundation may be invested by the University, either separately or in common with other funds of the University.

2. If money is invested in a common fund, the investment must be identified as a separate sub-fund of the common fund.

8. Report by University on investment of money

The University must, by 31 March in each year, cause to be submitted to the Board a report on the investment of money held by the University for the Foundation for the previous calendar year.

9. Expenditure

Money held in the name of the Foundation may be expended, both as to capital and income, only—

a. in accordance with the objects of the Foundation—

i. on the recommendation of the Board; and

ii. with the approval of the Vice-Chancellor;

b. to pay administration fees (if any) imposed by an external investment manager.

Division 2. Board of Management

10. Board of Management

1. The business and affairs of the Foundation are vested in the Board.

2. The Board comprises—

a. Ian Dicker or nominee (including a representative of the estate of Ian Dicker or nominee);

b. Tony Dicker or nominee (including a representative of the estate of Tony Dicker or nominee);

c. Jennifer Johannesen or nominee (including a representative of the estate of Jennifer Johannesen or nominee);

d. Craig Dicker or nominee (including a representative of the estate of Craig Dicker or nominee);

e. Dermott Brereton or nominee (including a representative of the estate of Dermott Brereton or nominee);

f. ex officio: the Vice-Chancellor or nominee;

g. ex officio: the Dean, Faculty of Life and Social Sciences, or the Dean of the academic unit of the University most closely associated with the objects of the Foundation, as determined by the Vice-Chancellor, or the Dean’s nominee.

3. The position of an ex officio Board member becomes vacant if—

a. the Board member no longer holds the relevant office;

b. the Board member—

i. retires from the Board;

ii. resigns from the Board; or

iii. removed from the Board by the Vice-Chancellor on the ground that, in the opinion of the Vice-Chancellor, the person is no longer suitable or the most appropriate person for the position.

4. Subject to subregulation (3), a Board member holds office until the Board member retires or resigns.

11. Payment and reimbursement

1. A Board member is not entitled to be paid any remuneration in respect of the office of Board member.

2. However, Board members may be reimbursed for reasonable travelling or other expenses incurred in attending Board meetings or otherwise in connection with the management of the Foundation.

12. Chairperson

1. The position of chairperson of the Board becomes vacant—

a. at the expiry of one year from when the chairperson is elected; or

b. when, for any other reason, the chairperson ceases to be a member of the Board.

2. If the position of chairperson is vacant, the Board must elect one of its members to become chairperson.

3. A member of the Board who is chairperson immediately before the position of chairperson becomes vacant is eligible for re-election.

13. Board meetings

1. The Board must meet at least once each calendar year, and more often if needed.

2. The Board must regulate its own proceedings.

3. A quorum for a Board meeting is three members.

4. If the chairperson is absent, the members must elect a chairperson for that meeting.

5. Questions arising at a Board meeting or being dealt with by circulation must be determined—

a. by a majority of votes; or

b. in the case of an equality of votes, by the chairperson casting a second or casting vote.

6. The Board must cause minutes to be kept of all Board meetings and of matters dealt with by circulation.

14. Committees

1. The Board may appoint committees comprising two or more persons (who need not be Board members).

2. A committee must report to the Board on matters referred to it.

15. Secretary and other officers

The Board may appoint, without remuneration, for the administration of the Foundation—

a. a person to act as secretary to the Board;

b. other persons to act as officers of the Board.

16. Validity of decisions unaffected by defects in appointment

The validity of decisions of the Board is unaffected by—

a. any defect in the appointment of Board members;

b. the vacancy of a position; or

c. the unwillingness of a person to act in an ex officio position.

17. Effect of vacancy

If there is a vacancy on the Board, the remaining Board members may continue to act and the validity of the Board’s decisions is unaffected by the vacancy.

18. Annual report by Board

1. The Board must, by 30 April in each year, cause to be submitted to the Vice Chancellor an annual report on the activities of the Foundation for the previous calendar year.

2. If the University receives and is satisfied with the accuracy of the annual report, it must publish a University-wide report on the activities of the Foundation for the relevant period.

Division 3. Distribution by University

19. Distribution if objects cannot be carried out

1. This regulation applies if the Board and the Council determine that it is illegal, impracticable or impossible to carry out the objects of the Foundation.

2. If this regulation applies, the University may spend the funds for the purposes as the Board and Council consider most closely accord with the objects and functions of the Foundation.

Part 4. Miscellaneous

20. Revocation

Regulation 24.6 – Barbara Dicker Brain Science Foundation is revoked.

21. Transitional

1. Despite the revocation of 24.6 – Barbara Dicker Brain Science Foundation —

a. the former Board—

i. the former Foundation is taken to be the Foundation constituted by these Regulations.

ii. subject to subparagraph (ii), is taken to be the same body as the Board constituted under these Regulations; and

b. continues in existence as if constituted under these Regulations; and

2. On and from the commencement date, all property vested in the Foundation under the revoked Regulations, including money held by the University for the Foundation, may be held and used in accordance with these Regulations.