South Australian Numbered Acts South Australian Numbered Acts68—Substitution of sections 5 to 12
Sections 5 to 12 (inclusive)—delete the sections and substitute:
Division 2—Membership, proceedings etc
5—Composition of Trust
(1) The Trust will consist of not more than 9 members appointed by the Governor, of whom—
(a) 1 will be selected from a panel of persons nominated by the Local Government Association of South Australia;
(b) 5 will be nominated by the Minister to represent proclaimed regions; and
(c) the remainder will be nominated by the Minister.
(2) At least 2 members must be women and at least 2 must be men.
(3) The Governor will appoint 1 of the members to be the presiding member.
(4) The Governor may appoint a suitable person to be a 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.
(5) A person is not eligible to be appointed to represent a proclaimed region unless the person resides in the region.
6—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 of the Trust is entitled to fees, allowances and expenses determined by the Governor.
7—Proceedings
(1) A quorum of the Trust consists of half of the total number of its members (ignoring any fraction resulting from the division) plus 1.
(2) In the absence of the presiding member from 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 10, this section applies to a committee of the Trust in the same way as to the Trust.
8—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.
9—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 3—Committees and delegation
10—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.
11—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 4—Conflict of interest under Public Sector (Honesty and Accountability) Act
12—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 5—Common seal and execution of documents
12A—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 of the Trust.
(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.
Division 6—Functions and powers of Trust
12B—Functions
The functions of the Trust are—
(a) to advise the Minister on matters of policy related to country arts; and
(b) to act as an advocate for country arts; and
(c) to manage the development of country arts; and
(d) to establish and maintain an information service for country arts; and
(e) to develop and manage programs for the touring of country arts activities within the State or within or outside of the State; and
(f) to provide, manage and control premises and facilities for country arts; and
(g) to evaluate and be responsible for the financial and artistic performance of country arts activities funded by the Trust; and
(h) to provide ticketing services for productions or events of any kind staged or promoted by the Trust or any other person; and
(i) to carry out any other functions assigned to the Trust under this or any other Act or by the Minister.
12C—Powers
(1) The Trust has, in addition to any other powers conferred on it under this or any other Act, all the powers of a natural person.
(2) The Trust may, for example, do any 1 or more of the following (subject to this Act):
(a) engage agents, consultants or other contractors;
(b) enter into contracts or agreements with artists, performers, entertainers and other persons involved in the arts, or employ such persons;
(c) enter into other contracts, agreements or arrangements;
(d) acquire, hold, take on hire, lend, exchange or dispose of objects, works or collections of artistic, historical or cultural interest;
(e) acquire, hold, deal with or dispose of—
(i) licences; or
(ii) intellectual property (including patents and copyright); or
(iii) any other property (whether real or personal); or
(iv) any interest in such property;
(f) accept grants or obtain financial sponsorship from any person or body;
(g) carry on advertising and promotional activities;
(h) conduct events and establish, operate, manage or make available venues and other facilities (including facilities for food and liquor) on premises of the Trust;
(i) regulate and control admission to any venue for any events or activities conducted or promoted by the Trust, and charge and collect fees for admission to any such venue;
(j) grant for fee or other consideration advertising or sponsorship rights or other rights, licences or concessions in connection with events or activities conducted or promoted by the Trust;
(k) publish or produce books, programs, brochures, films, souvenirs and other information or things relating to events or activities conducted or promoted by the Trust;
(l) sell or supply food and drink (including liquor), books, programs, brochures, films, souvenirs and other things in connection with events or activities conducted or promoted by the Trust;
(m) grant or dispose of rights to televise, broadcast or record any events or activities conducted or promoted by the Trust;
(n) restrict, control and make charges for the use of official insignia;
(o) take out policies of insurance in its own right or on behalf of the State;
(p) participate (whether as a member or otherwise) in, or otherwise be involved in the activities of, national or international organisations or associations involved in the arts, or the promotion of the arts;
(q) give or contribute towards prizes in competitions designed to encourage artistic or cultural or performing arts activity within the State or make grants and give other assistance for such purposes;
(r) enter into any partnership or joint venture arrangement;
(s) form, or acquire, hold, deal with and dispose of shares or other interests in, or securities issued by, bodies corporate, whether within or outside of the State;
(t) borrow money and obtain other forms of financial accommodation;
(u) act as trustee on behalf of another person in connection with the performance of its functions under this Act.
(3) However, the Trust must not, without the approval of the Treasurer, exercise a power referred to in subsection (2)(s) or (t).
(4) The Trust is not obliged to accept or keep material that is not, in its opinion, of sufficient artistic, historical, cultural or other interest to justify its collection or preservation under this Act.
(5) The Trust may exercise its powers within or outside of the State.