Institute Constitution
Preamble
Whereas the Board of Directors of Top Education Group Pty Ltd (“the Group”) desires to establish an educational institution dedicated to the pursuit of excellence in the provision of quality tertiary education;
And whereas the Group considers that such an educational institution must conform to standards, procedures and processes established by Australian Federal and State government regulations;
And whereas the Group considers a constitution of governance as an essential foundation for the academic integrity and operation of such an institution;
The Group hereby adopts this Constitution of Governance (“the Constitution”).
Articles
1. Status of the Constitution
The Constitution is the official governing instrument for the educational institution to be established by the Group with regard to guiding the institution to be a quality higher education provider that complies with the relevant legislation in the Australian higher education sector.
2. The establishment of Top Education Institute
The Group hereby establishes and adopts an educational institution to be called the Top Education Institute (Institute).
3. The purpose of the Institute
The purpose of the Institute is to advance knowledge through the provision of affordable high quality tertiary education and to foster an international academic environment in which students acquire life long learning and research skills that prepare them for their careers and professional roles in the general community. To this end, the Institute shall perform the following functions in accordance with the Constitution to achieve its purposes:
(a) provide facilities for teaching and learning of a standard commensurate with that of a university subject to its resources;
(b) promote free inquiry and research among its teachers and students and encourage the application of knowledge;
(c) provide courses of study or instruction in a range of fields, to meet the needs of the community while paying particular attention to new and emerging fields of study;
(d) actively pursue collaborative relationships with other institutions of higher learning nationally and internationally for the benefit of its students;
(e) confer degrees and award diplomas, certificates and other awards to qualified students in accordance with its rules and regulations;
(f) develop governance and procedural rules, admission policies, financial arrangements and quality assurance processes that are underpinned by the values and goals that ensure the integrity of the Institution’s academic programs;
(g) provide such facilities for its students and staff as the Institute considers desirable to promote social, cultural and intellectual discourse;
(h) perform such other related activities as may be directed by the Council in accordance with the Constitution to promote the academic objectives of the Institute.
4. Bodies and positions established under the Constitution
• The Top Education Institute Council (“the Council”)
• The Top Education Academic Board (“the Board”)
• Executive Management: Principal Administrator (“the Principal”)
• The Course Advisory Committee (“CAC”)
• The Teaching, Learning and Examinations Committee (“TLEC”)
4.1 Top Education Institute Council
There shall be a Top Education Institute Council (“the Council”). The Council is the principal governing body of the Institute. The Council is legally authorized by the Group to act on its behalf in accordance with this Constitution in governing the Institute.
4.1.1 Functions and Responsibilities of the Council
The Council’s primary responsibility is to confer higher education awards on qualified students and to ensure compliance with the ESOS Act 2000, the National Code of Practice 2007, and all other Australian legislation and regulations in the higher education sector. To this end, the Council shall:
(a) authorize the conferring of degrees and awards to qualified students in accordance with the Institute’s course requirements;
(b) review periodically the general performance of the Institute and the Executive Management;
(c) consider, approve and review the strategic development plan of the Institute;
(d) consider, approve and review the annual budget of the Institute;
(e) approve reports from the Academic Board;
(f) monitor formal reports on student progress and student satisfaction surveys;
(g) foster, develop and promote cooperative relations with other institutions in Australia and internationally;
(h) consider, approve and review agreements for collaboration between the Institute and other institutions;
(i) liaise with the relevant external governing authorities and organizations on behalf of the Institute;
(j) consider, approve and review any special business which may be authorized by the Group;
(k) consider, approve and review any special business in relation to the day-to-day operation of the Institute which may be suggested by the Principal;
(l) provide the Group with an annual report and such other special reports as may be requested by the Group from time to time;
(m) appoint or establish such boards, committees and sub-committees as it deems appropriate to facilitate its functions and to promote the interest of the Institute;
(n) make such by-laws and regulations for the governance of the Board and other Committees as may be necessary from time to time.
(o) delegate or authorize the Chairperson or Deputy to act on its behalf in between meetings of the Council and on other such occasions as it considers appropriate to facilitate its functions and to promote the interest of the Institute.
4.1.2. Chairperson of the Council
4.1.2.1. There shall be a Chairperson of the Council. The Chairperson shall be selected and appointed by the Group upon nomination by the Principal.
4.1.2.2 The members of the Council shall nominate a Deputy Chairperson. The Deputy Chairperson shall chair meetings of the Council in the absence of the Chairperson.
4.1.2.3. The Chairperson shall be an external expert with a wealth of experience in the higher education sector. He/she shall not be from the management team of the Institute or the Group.
4.1.2.4. The Chairperson shall serve for a period of five years.
4.1.2.5 The Chairpersons’ term of office may be renewed or extended upon expiration of the period of five years, by mutual agreement between the Chairperson and the Group.
4.1.2.6 In between meetings of the Council, the Chairperson or Deputy shall have the authority of the Council to take executive action and make decisions on behalf of the Council. Any such action taken or decision made shall be communicated in a special memorandum to Council members and be reported to the Council at the next Council meeting.
4.1.3 Membership of the Council
4.1.3.1 Members of the Council shall be selected and appointed by the Group upon nomination by the Principal.
4.1.3.2 There shall be a minimum five Members, including the Chairperson. The Members shall include external experts and at least one and no more than two representatives of the Group.
4.1.3.3 To ensure the widest possible interest of the Institute in achieving its objectives, external Members of the Council shall be persons drawn from a broad range of backgrounds including academia, higher education management, law, finance, public sector governance and other relevant business areas.
4.1.3.4 The Principal shall be an ex officio member of Council.
4.1.3.5 One student representative shall be elected by the student body as a Member of the Council.
4.1.3.6 One staff representative shall be elected by the staff as a Member of the Council.
4.1.3.7 For the purposes of election to the Council, the prescribed qualification is that the person’s name is entered on the roll of students in the case of the student Member, or on the roll of academic staff in the case of the staff Member of the Council.
4.1.3.8 For the purposes of election to the Council, the Administration, HR and Finance Manager of the Institute shall be the Returning Officer.
4.1.3.9 When an election for membership of the Council is necessary, the Returning Officer must notify all staff and students in writing by publishing an appropriate notice on the main notice board of the Institute and by delivering a copy of the notice to each person whose name is on the roll of staff of the Institute.
4.1.3.10 The election for the staff and student representatives shall be by secret ballot. The persons who obtain the majority of the votes shall be elected representatives
4.1.4 Meetings of the Council
4.1.4.1 The Council shall meet quarterly, in ordinary sessions and at such other times as may be necessary.
4.1.4.2 Meetings out of the ordinary sessions shall be extraordinary meetings.
The Chairperson, upon request by the Principal, shall convene extraordinary sessions of the Council.
4.1.4.3 The Institute shall provide e-communication facilities to Council Members who may be outside of Sydney or overseas to participate in Council meetings.
4.1.4.4 The Council shall appoint an Executive Secretary to serve the Council meetings.
4.1.4.5 The quorum for a meeting of the Council shall be four including the Chairperson or the Deputy and the Principal.
4.1.4.6 The Institute shall cover the costs for the expenditure and time for the Chairperson and the external Members.
4.1.4.7 Decisions and resolutions of the Council shall be made by majority vote.
4.2 The Top Institute Academic Board
4.2.1 There shall be an Academic Board (“the Board”) for the Institute. The Board shall be the academic governing body.
4.2.2 Functions and Responsibilities.
4.2.2.1 The Board has the primary responsibility to review, monitor and ensure
academic standards and quality assurance, and oversee the compliance with
of the National Code of Practice 2007 and AUQA audit standards. To this end the Board shall be responsible for:
(a) academic accreditation issues with external authorities, and articulation arrangements with other institutions;
(b) consideration, approval, monitoring and review of academic policies relating to teaching, learning, examinations, course programs, students entry standards and selection criterion of academic staff;
(c) consideration, approval of additional academic programs developed by CAC for the application to be accredited by NSW Department of Education and Training;
(d) conducting internal Quality Assurance audits with reference to AUQA standards and, appointing a Member of the Board to chair the sub-committee;
(e) selection of senior academic staff and appointing a Member of the Board to chair an interview panel;
(f) monitoring and assessing the performance of academic staff of the Institute;
(g) reviewing student grievance procedures;
(h) reviewing and approving academic exchange programs, research initiatives, conference, special lectures and the professional development plans for all academic staff;
(i) determining academic policies;
(j) determining the standards governing all aspects of academic administration, including, but not limited to, the admission of students and the examination and assessment of students' work;
(k) determining standards for any scholarship awards that may be established from time to time in the Institute, and the for the selection of scholarship recipients;
(l) any other academic policy issues.
4.2.2.2 The Board may establish any such committees and sub-committees
it considers appropriate to assist it in its function of academic governance of the Institute.
4.2.2.3 The Board may delegate or authorise the Chairperson or Deputy to act on
its behalf in between meetings of the Board and on other such occasions as it considers appropriate to facilitate its functions.
4.2.3 Chairperson of the Board
4.2.3.1 There shall be a Chairperson of the Board.
4.2.3.2 The Chairperson shall be the Provost of the Institute.
4.2.3.3 The members of the Board shall nominate a Deputy Chairperson for the Board. The Deputy Chairperson shall chair meetings of the Board in the absence of the Chairperson.
4.2.3.4 The Chairperson and the Deputy Chairperson shall serve for a period of three years.
4.2.3.5 Each Chairperson’s term of office may be renewed or extended upon expiration of the period of three years by mutual agreement between the Chairperson and the Group.
4.2.3.5 In between meetings of the Board, the Chairperson or Deputy shall have the authority of the Board to take executive action and make decisions on behalf of the Board. Any such action taken or decision made shall be communicated in a special memorandum to Board members and be reported to the Board at the next Board meeting.
4.2.4 Membership of the Board
4.2.4.1 There shall be a minimum of five and maximum of ten Members of the Board.
4.2.4.2 Members of the Board shall be selected and appointed by the Group upon nomination by the Principal.
4.2.4.3 The members shall include external experts in the fields of academia to ensure the widest possible interest of the Institute in achieving its academic objectives. The Institute shall support the selection of the members from internationally reputable higher education institutes.
4.2.4.4 The Principal and the Provost of the Institute are ex officio members of the Board.
4.2.4.5 The quorum at each meeting of the Board is four Members including the Principal or Provost.
4.2.4.6 Decisions and resolutions of the Board shall be adopted by majority votes.
4.2.5 Meetings of the Board
4.2.5.1 The Board shall meet six times a year in ordinary sessions and such other times as may be necessary.
4.2.5.2 Meetings out of the ordinary sessions shall be extraordinary meetings.
4.2.5.3 The Chairperson, upon request by the Principal, shall convene extraordinary sessions of the Board.
4.2.5.4 The Institute shall provide e-communication methods to Board Members who may be overseas to participate in Board meetings.
4.2.5.5 The Board shall appoint an Executive Secretary to serve Board meetings.
4.2.5.6 Institute shall cover the costs for the expenditure and time for the Chairperson and the external Members.
4.2.6 Reporting
4.2.6.1 The Board reports to the Council.
4.2.6.2 The Board shall appoint a representative to attend Council meetings and to brief the Council about the academic issues of the Institute.
4.2.6.3 The Board shall provide the Council with an annual report and such other reports and may be requested by the Council from time to time.
4.2.7 Delegation of Authority
4.2.7.1 The Board may delegate specific functions and roles, including the receiving of reports from Program Directors, to the Principal.
4.2.7.2 Where and whenever the Principal acts in a delegated role, he or she shall make a formal written report to the Board at the earliest subsequent meeting of the Board on the actions taken on behalf of the Board.
4.2.7.3 The Board may withdraw its delegated authority at any time it considers appropriate.
4.3. Executive Management: Principal Administrator
4.3.1. There shall be a Principal Administrator of the Institute (“the Principal”). The Principal is chief executive officer of the Institute. He/she is also the legal representative and authorised signatory for the Group Pty Ltd in respect of the relevant educational legislation such as the ESOS Act 2000, National Code of Practice 2007 and the general laws governing companies.
4.3.2 The Principal takes the highest responsibility in the Institute’s day-to-day operation and shall be appointed by the Group as a full-time manager.
4.3.3 The Principal reports to the Council.
4.3.4 The Principal is responsible for the strategic management of the Institute’s development and for establishing and maintaining external relations on behalf of the Institute domestically and internationally.
4.3.5 The Principal shall perform such other relevant functions as may be authorised or directed by the Council.
4.3.6 Under the governance of the Council, the Principal shall establish and lead the operational management team in the implementation of the ESOS Act 2000, National Code of Practice 2007 and the general laws governing companies where such laws are relevant to the Institute’s corporate operations and management.
4.3.7 The Principal shall consider, approve and review the administrative policies and relevant procedures/rules and their amendments in consultation with the related management teams or external experts such as independent auditors. If the policies contain overlapping elements with academic issues, the Principal shall consult the Board.
4.3.8 There shall be an operational management team for the Institute. The operational management team shall comprise the academic management team and administration management team.
4.3.9 The Academic Management Team includes:
• The Provost;
• Director of Business Programs; and
• such other Directors as may be appointed from time to time in accordance with the academic programs of the Institute working under the relevant policies approved by the Academic Board.
4.3.9.1 The Provost
There shall be a Provost of the Institute who shall be selected and appointed by the Group upon recommendation by the Principal.
4.3.9.2 The Provost shall be a person of high academic standing and shall provide academic leadership in the Institute. He or she shall have primary oversight of direction of the quality assurance, teaching and learning, research and outreach activities of the Institute and coordinate the activities of the Directors.
4.3.9.3 As and when required, the Provost shall act upon delegation from the Principal and shall oversee the development of quality assurance and administrative directives to support the mission of the Institute. The specific responsibilities of the Provost includes:
(a) Fostering excellence in teaching and learning;
(b) General direction of curriculum planning and development;
(c) General direction of the research and outreach efforts of the Institute;
(d) Promotion of academic freedom and intellectual inquiry;
(e) General direction of academic support programs and services;
(f) Appointment, mentoring, and evaluation of academic instructors;
(g) Chairing of Board meetings;
(h) Representing the Board at Council meetings; and
(i) Any other responsibilities as may determined by the Council and the Principal as may be necessary to assist the mission of the Institute.
4.3.9.4 The Provost reports to the Principal.
4.3.9.5. Functions of the academic management team.
Under the general direction of the Provost, the operational responsibilities of the
academic management team shall include:
(a) formulating policies on academic-related issues for submission to the Board for view and approval;
(b) implementation and promotion the academic policies/procedures;
(b) supervision of the teaching staff;
(c) course coordination;
(d) the day-to-day academic operations of the Institute including
teaching, learning, examinations and students’ grievances;
(e) dealing with students’ consultation, and enhancing students’ literacy;
(f) assisting the development of language and study skills support program;
(g) educating students regarding anti- plagiarism and ethical study conducts
(h) identifying students “academically at risk” and assisting them;
(i) initial selection of academic staff for approval by the Principal or the Board in the case senior level or professorial appointments;
(j) implementation of the professional development plan of the Institute for academic staff;
(k) assisting the management of educational resources of the Institute in association with the Librarian, IT System Officer and administrative team;
(l) assisting the management of campus facilities, such as classrooms
and computers, in association with the administration team;
(m) assisting the management of academic records such as course curriculum, lecture notes, study and learning papers, articulation agreements in association with the Records Manager;
(n) consideration of any academic and related matters referred to the team by the Provost or the Board.
4.3.9.6 The Directors shall hold weekly joint meetings to discuss issues of the day-to-day academic operations in the Institute. The Principal or Provost or their nominee may attend such meetings. The Directors, Provost or the Principal may invite other staff members of the Institute to attend such meetings if it is considered necessary.
4.3.9.7 The Directors report to the Provost.
4.3.9.8 The Directors shall prepare a report for every meeting of the Board as well as annual reports for submission to the Provost who shall present such reports to the Board.
4.3.10 Administration Management Team
• The Administration HR & Finance Manager
• The External Relations Manager
• The Marketing Manager
• The Student Service Manager
• The Records Manager
4.3.10.1 The Administration Management Team shall be responsible for financial management in association with independent auditor, campus facilities, marketing, student recruitment and registration, and student services and support in complying with the National Code of Practice 2007 and the relevant education legislations and accounting/auditing standards.
4.3.10.2 The Administration Management Team reports to the Principal.
4.3.10.3 The Principal shall determine the Operational Management Team including the number of positions, the titles of the positions and the duty description of each position and appointment to the positions in consultation with the Council and the Group.
4.4 The Course Advisory Committee
4.4.1 There shall be a Course Advisory Committee (“CAC”) of the Institute. The CAC shall be established by the Board.
4.4.2 There shall be a minimum six members of the CAC.
4.4.3 The members of the committee shall be external experts in the disciplines offered by the Institute and academic staff of the Institute. They shall be appointed by the Group upon nomination by the Principal.
4.4.4 There shall be a Chairperson appointed by the Group upon nomination by the Principal.
4.4.5 The CAC shall present its advice and recommendations to the Board on issues of course evaluation, program review and course development.
4.4.6 The Group may appoint consultants and other experts to assist the CAC as and when it deems appropriate and upon recommendation of the Principal.
4.4.7 The CAC shall meet twice yearly in ordinary sessions and such other times as may be necessary.
4.4.8 The Institute shall cover the costs for the expenditure and time for the external Members.
4.5 The Teaching, Learning and Examinations Committee
4.5.1 There shall be a Teaching Learning and Examination Committee (“TLEC”) of the Institute. The Committee shall be established by the Board.
4.5.2 There shall be a minimum five members of TLEC.
4.5.3 There shall be a Chairperson of TLEC appointed by Provost in consultation with Principal.
4.5.4 The Director of Business Programs, the other Director(s) of academic program(s) shall be ex officio members of the TLEC. The remaining members of the committee shall be nominated from the academic staff of the Institute.
4.5.5 TLEC shall consider and discuss the issue of teaching, learning, examinations and other operational issues in accordance with the relevant policies.
4.5.6 TLEC reports to the Board on issues of teaching and learning, examinations and other operational issues like timetabling.
4.5.7 TLEC shall meet once a month.
The latest amendment made on 27 April 2009