South Australian Numbered Acts South Australian Numbered ActsPart 2—delete the Part and substitute:
Part 2—State Opera of South Australia
Division 1—Establishment of State Opera
3—Establishment of State Opera
(1) The State Opera of South Australia is established.
(2) The State Opera—
(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—Functions and powers of State Opera
4—Functions
The functions of the State Opera are—
(a) to present, produce, manage and conduct theatrical and operatic performances of any kind as may in its opinion tend to promote the art of the opera and related theatrical arts; and
(b) to promote the scoring and writing of operas and other theatrical works for operatic or theatrical performance; and
(c) to promote public interest and participation in the art of the opera and related theatrical arts; and
(d) to establish and conduct schools, courses, lectures, seminars and discussions on the art of the opera and related theatrical arts; and
(e) to promote the training of persons concerned in the production, presentation or performance of operatic or other related theatrical presentations; and
(f) to carry out any other functions assigned to the State Opera under this or any other Act or by the Minister.
5—Powers
(1) The State Opera 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 State Opera 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, actors, singers, entertainers, performers, writers, composers, choreographers, designers, directors and other persons in relation to any operatic or other related theatrical activity, or employ such persons;
(c) enter into other contracts, agreements or arrangements;
(d) acquire or build any theatre or acquire and install any fittings or equipment in any theatre;
(e) acquire, hold, take on hire, lend, exchange or dispose of objects, works or collections of artistic, historical or cultural interest;
(f) 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;
(g) assist financially or otherwise in the presentation, production, management or conduct of any theatrical or operatic production in the State;
(h) accept grants or obtain financial sponsorship from any person or body;
(i) carry on advertising and promotional activities;
(j) conduct events and establish, operate, manage or make available venues and other facilities (including facilities for food and liquor) at a theatre, theatre complex or other premises of the State Opera;
(k) regulate and control admission to any venue for any events or activities conducted or promoted by the State Opera, and charge and collect fees for admission to any such venue;
(l) 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 State Opera;
(m) publish or produce books, programs, brochures, films, souvenirs and other information or things relating to events or activities conducted or promoted by the State Opera;
(n) 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 State Opera;
(o) grant or dispose of rights to televise, broadcast or record any events or activities conducted or promoted by the State Opera;
(p) restrict, control and make charges for the use of official insignia;
(q) take out policies of insurance in its own right or on behalf of the State;
(r) participate (whether as a member or otherwise) in, or otherwise be involved in the activities of, national or international organisations or associations involved in operatic or related theatrical arts or the promotion of opera or related theatrical arts;
(s) 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;
(t) enter into any partnership or joint venture arrangement;
(u) 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;
(v) borrow money and obtain other forms of financial accommodation;
(w) act as trustee on behalf of another person in connection with the performance of its functions under this Act.
(3) However, the State Opera must not, without the approval of the Treasurer, exercise a power referred to in subsection (2)(u) or (v).
(4) The State Opera 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 State Opera may exercise its powers within or outside of the State.
6—Special power to acquire land compulsorily
(1) The State Opera may, with the consent of the Minister, compulsorily acquire land for the purposes of this Act.
(2) The Land Acquisition Act 1969 applies to the acquisition of land under this section.
Part 3—Management of State Opera
Division 1—Establishment of Board
7—Establishment of Board
(1) There will be a Board to act as the governing authority of the State Opera.
(2) The functions and powers of the State Opera may be performed and exercised by the Board and decisions made by the Board are decisions of the State Opera.
Division 2—Membership, proceedings, etc
8—Composition of Board
(1) The Board will consist of not more than 8 members appointed by the Governor, of whom—
(a) 1 will be selected from a panel of 3 persons nominated by the Friends of State Opera of South Australia Incorporated ; and
(b) 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.
9—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 Board's affairs or the Board 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 Board; or
(f) is absent without leave of the presiding member of the Board from 3 consecutive meetings of the Board; 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.
10—Proceedings
(1) A quorum of the Board 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 Board, 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 Board.
(4) Each member present at a meeting of the Board 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 Board at which the participating members are present if—
(a) notice of the conference is given to all members in the manner determined by the Board 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 Board becomes a valid decision of the Board despite the fact that it is not voted on at a meeting of the Board if—
(a) notice of the proposed resolution is given to all members in accordance with procedures determined by the Board; 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 Board must meet at least 6 times in each year.
(8) The Board must have accurate minutes kept of its proceedings.
(9) Subject to this Act, the Board may determine its own procedures.
(10) Subject to the directions of the Board and section 13, this section applies to a committee of the Board in the same way as to the Board.
11—Validity of acts
An act or proceeding of the Board or a committee of the Board is not invalid by reason only of a vacancy in its membership or a defect in the appointment of a member.
12—Ministerial control
(1) Subject to subsection (2), the Board 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 State Opera; or
(ii) performances or other events or activities conducted or promoted by the State Opera; or
(b) as to the manner in which the Board is to deal with a testamentary or other gift; or
(c) as to any advice or recommendation that the Board makes or is required to make to the Minister.
Division 3—Committees and delegation
13—Committees
(1) The Board may establish such committees (including advisory committees or subcommittees) as the Board thinks fit.
(2) The membership and conditions of membership of a committee will be determined by the Board and may, but need not, consist of, or include, members of the Board.
(3) The procedures to be observed in relation to the conduct of the business of a committee will be—
(a) as determined by the Board; and
(b) insofar as a procedure is not determined under paragraph (a)—as determined by the committee.
14—Delegation
(1) The Board may delegate a function or power of the Board 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 Board 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
15—Conflict of interest under Public Sector (Honesty and Accountability) Act
A member of the Board 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
16—Common seal and execution of documents
(1) The common seal of the State Opera must not be affixed to a document except in pursuance of a decision of the Board and the fixing of the seal must be attested by the signatures of 2 members of the Board.
(2) The Board may, by instrument under the common seal of the State Opera, authorise a person or persons (whether nominated by name or by office or title) to execute documents on behalf of the State Opera subject to conditions and limitations (if any) specified in the instrument of authority.
(3) Without limiting subsection (2), the Board may authorise 2 or more persons to execute documents jointly on behalf of the State Opera.
(4) A document is duly executed by the State Opera if—
(a) the common seal of the State Opera is affixed to the document in accordance with this section; or
(b) the document is signed on behalf of the State Opera 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 State Opera, it will be presumed, in the absence of proof to the contrary, that the common seal of the State Opera was duly affixed to the document.
Division 6—Financial matters and annual reports
17—Annual budget
(1) The Board must, from time to time, prepare and submit to the Minister a budget for the next financial year or for some other period determined by the Minister.
(2) The budget must set out estimates of the State Opera's receipts and expenditures for the period to which the budget relates.
(3) The budget must conform with any requirements of the Minister as to its form and the matters to be addressed by the budget.
(4) The Minister may approve a budget submitted under this section with or without modification.
(5) Subject to subsection (6), the Board must not, without the consent of the Minister, make an expenditure that is not provided for by a budget that has been approved by the Minister under this section.
(6) The Board is not required to have the approval of the Minister with respect to the expenditure of money received by the State Opera by way of a testamentary or other gift.
18—Accounts and audit
(1) The Board must cause proper accounting records to be kept in relation to the financial affairs of the State Opera, and must have annual statements of account prepared in respect of each financial year.
(2) The accounting records and the statements of account must comply with—
(a) any instructions of the Treasurer under section 41 of the Public Finance and Audit Act 1987 ; and
(b) any further requirements imposed by the Auditor-General.
(3) The Auditor-General may at any time audit the accounts of the State Opera and must audit the annual statements of account.
19—Annual report
(1) The Board must, on or before 30 September in every year, forward to the Minister a report on the work and operations of the State Opera for the preceding financial year.
(2) The report must contain the audited statements of account of the State Opera for the preceding financial year.
(3) The Minister must, within 12 sitting days after receiving a report under this section, have copies of the report laid before both Houses of Parliament.