South Australian Numbered Acts South Australian Numbered Acts6—Substitution of Part 2 Division 1
Part 2 Division 1—delete Division 1 and substitute:
Division 1—Establishment of Trust
5—Establishment of Trust
(1) The Adelaide Festival Centre Trust is established.
(2) The Trust—
(a) is a body corporate; and
(b) has perpetual succession and a common seal; and
(c) can sue and be sued in its corporate name; and
(d) is an instrumentality of the Crown and holds property on behalf of the Crown; and
(e) has the functions and powers assigned or conferred under this or any other Act.
Division 1A—Membership, proceedings, etc
6—Composition of Trust
(1) The Trust will consist of not more than 8 members appointed by the Governor, of whom—
(a) 1 will be nominated by the Council from the members, officers or employees of the Council; and
(b) the remainder will be nominated by the Minister.
(2) If the Council fails to nominate a person within 6 weeks of a written request to do so from the Minister, the Governor may appoint a person nominated by the Minister and that person will be taken to have been duly appointed as a member.
(3) At least 2 members must be women and at least 2 must be men.
(4) The Governor will appoint 1 of the members nominated by the Minister to be the presiding member.
(5) The Governor may appoint a suitable person to be the deputy of a member (being a person nominated by the body or person who nominated the member) and the deputy may perform or exercise the functions and powers of the member in the member's absence.
7—Conditions of membership
(1) A member will be appointed for a term not exceeding 3 years and on conditions determined by the Governor and specified in the instrument of appointment.
(2) A member will, at the expiration of a term of appointment, be eligible for reappointment (subject to the qualification that a person cannot serve as a member for more than 9 consecutive years).
(3) The Governor may remove a member from office—
(a) for misconduct; or
(b) for failure or incapacity to carry out the duties of his or her office satisfactorily; or
(c) for contravention of a condition of his or her appointment; or
(d) if serious irregularities have occurred in the conduct of the Trust's affairs or the Trust has failed to carry out its functions satisfactorily and its membership should, in the opinion of the Governor, be reconstituted for that reason.
(4) The office of a member becomes vacant if the member—
(a) dies; or
(b) completes a term of office and is not reappointed; or
(c) resigns by written notice to the Minister; or
(d) is convicted of an indictable offence or sentenced to imprisonment for an offence; or
(e) ceases to satisfy the qualification by virtue of which the member was eligible for appointment to the Trust; or
(f) is absent without leave of the presiding member of the Trust from 3 consecutive meetings of the Trust; or
(g) is removed from office under subsection (3).
(5) On the office of a member becoming vacant, a person may be appointed in accordance with this Division to the vacant office.
(6) A member is entitled to fees, allowances and expenses determined by the Governor.
8—Proceedings
(1) A quorum of the Trust consists of half of the total number of members (ignoring any fraction resulting from the division) plus 1.
(2) In the absence of the presiding member at a meeting of the Trust, a member chosen by the members present at the meeting will preside.
(3) A decision carried by a majority of the votes cast by members at a meeting is a decision of the Trust.
(4) Each member present at a meeting of the Trust has 1 vote on any question arising for decision and, if the votes are equal, the member presiding at the meeting may exercise a casting vote.
(5) A conference by telephone or other electronic means between members will, for the purposes of this section, be taken to be a meeting of the Trust at which the participating members are present if—
(a) notice of the conference is given to all members in the manner determined by the Trust for the purpose; and
(b) each participating member is capable of communicating with every other participating member during the conference.
(6) A proposed resolution of the Trust becomes a valid decision of the Trust despite the fact that it is not voted on at a meeting of the Trust if—
(a) notice of the proposed resolution is given to all members in accordance with procedures determined by the Trust; and
(b) a majority of the members expresses concurrence in the proposed resolution by letter, fax or other written communication setting out the terms of the resolution.
(7) The Trust must meet at least 6 times in each year.
(8) The Trust must have accurate minutes kept of its proceedings.
(9) Subject to this Act, the Trust may determine its own procedures.
(10) Subject to the directions of the Trust and section 11, this section applies to a committee of the Trust in the same way as to the Trust.
9—Validity of acts
An act or proceeding of the Trust or a committee of the Trust is not invalid by reason only of a vacancy in its membership or a defect in the appointment of a member.
10—Ministerial control
(1) Subject to subsection (2), the Trust is subject to the general control and direction of the Minister.
(2) No Ministerial direction can be given—
(a) as to the artistic nature or content of—
(i) objects, works or collections held or promoted by the Trust; or
(ii) performances or other events or activities conducted or promoted by the Trust; or
(b) as to the manner in which the Trust is to deal with a testamentary or other gift; or
(c) as to any advice or recommendation that the Trust makes or is required to make to the Minister.
Division 1B—Committees and delegation
11—Committees
(1) The Trust may establish such committees (including advisory committees or subcommittees) as the Trust thinks fit.
(2) The membership and conditions of membership of a committee will be determined by the Trust and may, but need not, consist of, or include, members of the Trust.
(3) The procedures to be observed in relation to the conduct of the business of a committee will be—
(a) as determined by the Trust; and
(b) insofar as a procedure is not determined under paragraph (a)—as determined by the committee.
12—Delegation
(1) The Trust may delegate a function or power of the Trust under this Act (other than this power of delegation) to any person or committee or other body (including a person for the time being performing particular duties or holding or acting in a specified position).
(2) A delegation under this section—
(a) must be by instrument in writing; and
(b) may be absolute or conditional; and
(c) does not derogate from the power of the delegator to act in a matter; and
(d) is revocable at will.
(3) A function or power delegated under this section may, if the instrument of delegation so provides, be further delegated.
(4) A delegate must not act pursuant to the delegation in any matter in which the delegate has a direct or indirect pecuniary or personal interest.
Maximum penalty: $10 000 or imprisonment for 2 years.
(5) It is a defence to a charge of an offence against subsection (4) to prove that the defendant was, at the time of the alleged offence, unaware of his or her interest in the matter.
(6) In legal proceedings, an apparently genuine certificate, purportedly signed by the Trust containing particulars of a delegation under this section, will, in the absence of proof to the contrary, be accepted as proof that the delegation was made in accordance with the particulars.
Division 1C—Conflict of interest under Public Sector (Honesty and Accountability) Act
13—Conflict of interest under Public Sector (Honesty and Accountability) Act
A member of the Trust will not be taken to have a direct or indirect interest in a matter for the purposes of the Public Sector (Honesty and Accountability) Act 1995 by reason only of the fact that the member has an interest in a matter that is shared in common with those engaged in or associated with the arts industry generally, or a substantial section of those engaged in or associated with the arts industry.
Division 1D—Common seal and execution of documents
14—Common seal and execution of documents
(1) The common seal of the Trust must not be affixed to a document except in pursuance of a decision of the Trust and the fixing of the seal must be attested by the signatures of 2 members.
(2) The Trust may, by instrument under the common seal of the Trust, authorise a person or persons (whether nominated by name or by office or title) to execute documents on behalf of the Trust subject to conditions and limitations (if any) specified in the instrument of authority.
(3) Without limiting subsection (2), the Trust may authorise 2 or more persons to execute documents jointly on behalf of the Trust.
(4) A document is duly executed by the Trust if—
(a) the common seal of the Trust is affixed to the document in accordance with this section; or
(b) the document is signed on behalf of the Trust by a person or persons in accordance with authority conferred under this section.
(5) If an apparently genuine document purports to bear the common seal of the Trust, it will be presumed, in the absence of proof to the contrary, that the common seal of the Trust was duly affixed to the document.