I would have thought your manager/chair may have fallen foul of section 122 of the Act where says they must not make use of their position to gai a personal advantage, directly or indirectly. Wouldn’t participation in a vote on whether or not to continue their contract contravene that rule?
This is what the Act says:
122. Duties of manager
(1) A manager—
(a) must act honestly and in good faith in the performance of the manager’s functions; and
(b) must exercise due care and diligence in the performance of the manager’s functions; and
(c) must not make improper use of the manager’s position to gain, directly or indirectly, an advantage personally or for any other person.
Also, following up on Whale’s suggestion, Section 165 of the Act, which outlines the rulings that VCAT can make, includes the Tribunal’s power to revoke both the appointment of a chair and the appointment of a manager.
So I would be asking your chair to step out of the vote on whether or not her contract should be terminated and if she refuses to do so, and then uses her vote to consolidate her position, look at taking it straight to VCAT to have her removed from both roles.
In fact, just explaining to her that you have examined that option may persuade her to pull her head in.