Queensland Art Gallery Amendment Act 2012 (Qld)

Queensland Queensland Art Gallery Amendment Act 2012 Act No. 24 of 2012

Queensland Queensland Art Gallery Amendment Act 2012 Contents Page 1 Short title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2 Act amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 3 Amendment of s 2 (Definitions) . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4 Amendment of s 19 (Functions) . . . . . . . . . . . . . . . . . . . . . . . . . . 4 5 Amendment of s 40 (Delegation by board). . . . . . . . . . . . . . . . . . 5 6 Replacement of pt 2, div 6 hdg (Other provisions) . . . . . . . . . . . . 5 7 Insertion of new pt 2, div 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Division 7 Foundation committee 40C Foundation committee . . . . . . . . . . . . . . . . . . . . . . . . 5 40D Function . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 40E Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 40F Proceedings and business . . . . . . . . . . . . . . . . . . . . . 7 40G Disclosure of interests by foundation committee members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 40H Voting by interested foundation committee member. . 8 8 Amendment of s 54 (Delegation by Minister) . . . . . . . . . . . . . . . . 9 9 Amendment of s 55 (Protection from liability of members). . . . . . 9 10 Amendment of s 56 (Illegal borrowing). . . . . . . . . . . . . . . . . . . . . 9 11 Insertion of new s 59 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 59 Board is charitable institution . . . . . . . . . . . . . . . . . . . 10 12 Insertion of new pt 7, div 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Division 4 Transitional and validation provisions for Queensland Art Gallery Amendment Act 2012 80 Definition for div 4. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 81 Gifts etc. to foundation taken to be gifts etc. to board 10 82 Validation of membership of council of foundation . . . 11

Queensland Queensland Art Gallery Amendment Act 2012 Act No. 24 of 2012 An Act to amend the Queensland Art Gallery Act 1987 for particular purposes [Assented to 21 September 2012]

Queensland Art Gallery Amendment Act 2012 [s 1] The Parliament of Queensland enacts— 1 Short title This Act may be cited as the Queensland Art Gallery Amendment Act 2012 . 2 Act amended This Act amends the Queensland Art Gallery Act 1987. 3 Amendment of s 2 (Definitions) Section 2— insert — ‘ foundation committee see section 40C(1). foundation committee member means a person appointed as a member of the foundation committee under section 40C.’. 4 Amendment of s 19 (Functions) (1) Section 19(1)— insert — ‘(ab) to develop the art gallery’s collection of works of art; and’. (2) Section 19(1)(h), ‘to (g)’— omit, insert — ‘to (h)’. (3) Section 19(1)(i), ‘paragraph (h)’— omit, insert — ‘paragraph (i)’. Page 4 2012 Act No. 24

Queensland Art Gallery Amendment Act 2012 [s 5] (4) Section 19(1)(ab) to (i)— renumber as section 19(1)(b) to (j). (5) Section 19(2), ‘subsection (1)(i)’— omit, insert — ‘subsection (1)(j)’. 5 Amendment of s 40 (Delegation by board) (1) Section 40(d) and (e)— renumber as section 40(e) and (f). (2) Section 40— insert — ‘(d) the foundation committee; or’. 6 Replacement of pt 2, div 6 hdg (Other provisions) Part 2, division 6, heading— omit, insert — ‘Division 6 Work performance arrangements and superannuation schemes’. 7 Insertion of new pt 2, div 7 Part 2, after section 40B— insert — ‘Division 7 Foundation committee ‘40C Foundation committee ‘(1) The board may establish a committee of the board (the foundation committee ). ‘(2) A person may be appointed as a member of the foundation committee whether or not the person is a member of the board. 2012 Act No. 24 Page 5

Queensland Art Gallery Amendment Act 2012 [s 7] ‘(3) However, at least 2 members of the foundation committee must be members of the board. ‘(4) In appointing a person to the foundation committee, the board must have regard to the person’s ability to take part in the exercise of— (a) the foundation committee’s powers under section 40E(3); and (b) the powers delegated to the foundation committee under section 40. ‘(5) The board may make available to the foundation committee any property the board considers appropriate to assist the foundation committee in performing its function. ‘(6) The board must— (a) decide the name of the foundation committee; and (b) decide the conditions of membership to the foundation committee; and (c) endorse the constitution for the foundation committee. ‘(7) The board may decide matters about the foundation committee that are not provided for under this Act. ‘(8) The board may dissolve the foundation committee at any time. ‘40D Function ‘The function of the foundation committee is to raise funds to assist in the fulfilment of the board’s functions by, for example— (a) encouraging gifts, donations, bequests and legacies of property for the benefit of the board; and (b) managing and investing property made available to the foundation committee by the board. ‘40E Powers ‘(1) The foundation committee may exercise the powers delegated to it by the board under section 40. Page 6 2012 Act No. 24

Queensland Art Gallery Amendment Act 2012 [s 7] ‘(2) In exercising the powers, the foundation committee is subject to the written directions of the board. ‘(3) In performing its function, the foundation committee has the powers necessary to encourage gifts, donations, bequests and legacies of property for the benefit of the board. ‘(4) In performing its function and exercising its powers, the foundation committee must not incur a debt. ‘(5) For investing property made available to the foundation committee by the board, the foundation committee may use only the powers the board has for investing the property that the board has delegated to the foundation committee. ‘40F Proceedings and business ‘(1) The board may decide how the foundation committee is to conduct its business and proceedings at meetings (the meeting procedure ). ‘(2) To the extent the board does not decide the meeting procedure, the foundation committee may decide the meeting procedure. ‘(3) To the extent the board and the foundation committee do not decide the meeting procedure, sections 32 to 37 apply as if a reference in those sections to the board were a reference to the foundation committee. ‘40G Disclosure of interests by foundation committee members ‘(1) If a foundation committee member has a direct or indirect interest in a matter being considered, or about to be considered, by the foundation committee, the foundation committee member must disclose the nature of the interest to a meeting of the foundation committee as soon as practicable after the relevant facts come to the foundation committee member’s knowledge. Maximum penalty—100 penalty units. 2012 Act No. 24 Page 7

Queensland Art Gallery Amendment Act 2012 [s 7] ‘(2) The disclosure must be recorded in the foundation committee’s minutes. ‘(3) A foundation committee member does not have a direct or indirect interest in a matter being considered, or about to be considered, by the foundation committee merely because the foundation committee member has made a gift, donation, bequest or legacy of property to the board. ‘40H Voting by interested foundation committee member ‘(1) A foundation committee member who has a material personal interest in a matter being considered by the foundation committee must not— (a) vote on the matter; or (b) vote on a proposed resolution under subsection (2) (a related resolution ) in relation to the matter (whether in relation to the foundation committee member or another foundation committee member); or (c) be present while the matter, or a related resolution, is being considered by the foundation committee; or (d) otherwise take part in any decision of the foundation committee in relation to the matter or a related resolution. Maximum penalty—100 penalty units. ‘(2) Subsection (1) does not apply to the matter if the foundation committee has at any time passed a resolution that— (a) specifies the foundation committee member, the interest and the matter; and (b) states that the foundation committee members voting on the resolution are satisfied that the interest should not disqualify the foundation committee member from considering or voting on the matter. ‘(3) If, because of this section, a foundation committee member is not present at a meeting of the foundation committee for considering or deciding a matter, but there would be a quorum if the foundation committee member were present, the Page 8 2012 Act No. 24

Queensland Art Gallery Amendment Act 2012 [s 8] remaining foundation committee members present are a quorum for considering or deciding the matter at the meeting.’. 8 Amendment of s 54 (Delegation by Minister) Section 54(2)(a), ‘section 19(1)(h)’— omit, insert — ‘section 19(1)(i)’. 9 Amendment of s 55 (Protection from liability of members) Section 55— insert — ‘(4) In this section— member includes a foundation committee member.’. 10 Amendment of s 56 (Illegal borrowing) (1) Section 56(1), after ‘board’— insert — ‘or the foundation committee’. (2) Section 56(3), ‘the board’s moneys’— omit, insert — ‘moneys of the board or the foundation committee’. (3) Section 56(6), after ‘board’— insert — ‘or the foundation committee’. (4) Section 56— insert — ‘(8) In this section— member includes a foundation committee member.’. 2012 Act No. 24 Page 9

Queensland Art Gallery Amendment Act 2012 [s 11] 11 Insertion of new s 59 Part 6— insert — ‘59 Board is charitable institution ‘The board is a charitable institution in relation to a gift, donation, bequest or legacy to the board under a trust instrument or other document.’. 12 Insertion of new pt 7, div 4 Part 7— insert — ‘Division 4 Transitional and validation provisions for Queensland Art Gallery Amendment Act 2012 ‘80 Definition for div 4 ‘In this division— foundation means the Queensland Art Gallery Foundation constituted with the approval of the board under the constitution of the Queensland Art Gallery Foundation. ‘81 Gifts etc. to foundation taken to be gifts etc. to board ‘(1) A gift, donation, bequest or legacy to, or for the benefit of, the foundation— (a) is taken to be a gift, donation, bequest or legacy to, or for the benefit of, the board; and (b) may be dealt with by the board as if the gift, donation, bequest or legacy had been to, or for the benefit of, the board. ‘(2) Subsection (1) applies whether the gift, donation, bequest or legacy is made or has effect before or after the commencement of this section. Page 10 2012 Act No. 24

Queensland Art Gallery Amendment Act 2012 [s 12] ‘82 Validation of membership of council of foundation ‘Despite clause 19 of the constitution of the foundation, the membership of the council of the foundation is taken to comply, and to have always complied, with the constitution.’. © State of Queensland 2012 2012 Act No. 24 Page 11