South Australian Numbered Acts South Australian Numbered Acts74—Substitution of sections 5 to 8
Sections 5 to 8 (inclusive)—delete the sections and substitute:
Division 1—Establishment of Corporation
5—Establishment of Corporation
(1) The South Australian Film Corporation is established.
(2) The Corporation—
(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 2—Membership, proceedings etc
6—Composition of Corporation
(1) The Corporation will consist of not more than 8 members appointed by the Governor.
(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 and the deputy may perform or exercise the functions and powers of the member in the member's absence.
(5) The Chief Executive Officer is eligible for appointment to the Corporation.
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 other than the Chief Executive Officer 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 Corporation's affairs or the Corporation 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 Corporation; or
(f) is absent without leave of the presiding member of the Corporation from 3 consecutive meetings of the Corporation; 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 Corporation 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 at a meeting of the Corporation, 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 Corporation.
(4) Each member present at a meeting of the Corporation 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 Corporation at which the participating members are present if—
(a) notice of the conference is given to all members in the manner determined by the Corporation 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 Corporation becomes a valid decision of the Corporation despite the fact that it is not voted on at a meeting of the Corporation if—
(a) notice of the proposed resolution is given to all members in accordance with procedures determined by the Corporation; 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 Corporation must meet at least 6 times in each year.
(8) The Corporation must have accurate minutes kept of its proceedings.
(9) Subject to this Act, the Corporation may determine its own procedures.
(10) Subject to the directions of the Corporation and section 8C, this section applies to a committee of the Corporation in the same way as to the Corporation.
8A—Validity of acts
An act or proceeding of the Corporation or a committee of the Corporation is not invalid by reason only of a vacancy in its membership or a defect in the appointment of a member.
8B—Ministerial control
(1) Subject to subsection (2), the Corporation 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) films produced or promoted by the Corporation; or
(ii) events or activities conducted or promoted by the Corporation; or
(b) as to the manner in which the Corporation is to deal with a testamentary or other gift; or
(c) as to any advice or recommendation that the Corporation makes or is required to make to the Minister.
Division 3—Committees and delegation
8C—Committees
(1) The Corporation may establish such committees (including advisory committees or subcommittees) as the Corporation thinks fit.
(2) The membership and conditions of membership of a committee will be determined by the Corporation and may, but need not, consist of, or include, members of the Corporation.
(3) The procedures to be observed in relation to the conduct of the business of a committee will be—
(a) as determined by the Corporation; and
(b) insofar as a procedure is not determined under paragraph (a)—as determined by the committee.
8D—Delegation
(1) The Corporation may delegate a function or power of the Corporation 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 Corporation 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
8E—Conflict of interest under Public Sector (Honesty and Accountability) Act
A member of the Corporation 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 film industry generally, or a substantial section of those engaged in or associated with the film industry.
Division 5—Common seal and execution of documents
8F—Common seal and execution of documents
(1) The common seal of the Corporation must not be affixed to a document except in pursuance of a decision of the Corporation and the fixing of the seal must be attested by the signatures of 2 members of the Corporation.
(2) The Corporation may, by instrument under the common seal of the Corporation, authorise a person or persons (whether nominated by name or by office or title) to execute documents on behalf of the Corporation subject to conditions and limitations (if any) specified in the instrument of authority.
(3) Without limiting subsection (2), the Corporation may authorise 2 or more persons to execute documents jointly on behalf of the Corporation.
(4) A document is duly executed by the Corporation if—
(a) the common seal of the Corporation is affixed to the document in accordance with this section; or
(b) the document is signed on behalf of the Corporation 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 Corporation, it will be presumed, in the absence of proof to the contrary, that the common seal of the Corporation was duly affixed to the document.
Division 6—Staffing Arrangements