2013
LEGISLATIVE ASSEMBLY OF THE 
NORTHERN TERRITORY
MINISTER FOR ARTS AND MUSEUMS
MUSEUM AND ART GALLERY OF THE NORTHERN TERRITORY BILL 2013
SERIAL NO. 61
EXPLANATORY STATEMENT

GENERAL OUTLINE
This Bill repeals the Museums and Art Galleries Act 1999 and establishes a new Museum and Art Gallery of the Northern Territory Act 2013. 
This Bill establishes a new body corporate called the Board of the Museum and Art Gallery of the Northern Territory (the “Board”).
The purpose of the Bill is to ensure that the Board is responsible to Government for the management and financial affairs of the Museum and Art Gallery of the Northern Territory at Bullocky Point in Darwin and the facilities that it manages and delivers services through.  The Board will be responsible for strategic and policy development and will be able to engage in fund-raising to attract private, corporate and philanthropic support to further develop the Museum and Art Gallery of the Northern Territory and its collections.
NOTES ON CLAUSES
Part 1 Preliminary matters
Clause 1. Short Title
This clause specifies that the name of the Act is the Museum and Art Gallery of the Northern Territory Act 2013.
Clause 2. Commencement
This clause specifies that the Act will commence on 1 July 2014.
Clause 3. Definitions
This clause defines the terms – appointed person, Board, chairperson, collection, MAGNT, member, personal interest, staff of the Board.

Clause 4. Application of Criminal Code
This clause states that Part IIAA of the Criminal Code applies to offences set out in the Act. These include offences in Clause 12 Subclause (2), and Clause 40 Subclause (1).

Part 2 Board of the Museum and Art Gallery of the Northern Territory
Division 1 General Matters
Clause 5 Board established
This clause allows for the body corporate that was known as the Museums and Art Galleries Board of the Northern Territory, to continue as a body corporate known as the Board of the Museum and Art Gallery of the Northern Territory.
It establishes the Board as a body corporate with perpetual succession and a common seal, that is capable of holding property and of suing and being sued in its corporate name.
Clause 6 Director
Sub-clause (1) provides for the Minister to appoint a Director of the Museum and Art Gallery of the Northern Territory. 

In National, State and Territory level museums and galleries across Australia, it is an established convention that the Chief Executive Officer is appointed as the Director of the institution. The Bill provides for the Chief Executive Officer to be appointed as the Director of the Museum and Art Gallery of the Northern Territory in line with this convention.

Subclause (2) specifies that the appointment must be published in the Gazette as soon as practicable.

Under subclause (3), the Minister must take into account a recommendation of the Board when appointing a Director. This clause does not contemplate that there will always be a recommendation provided by the Board, however it ensures that the Minister will consider it when it is provided.  
Subclause (4) provides for the Director to manage the day-to day operations of the Board, in accordance with the directions of the Board.
Subclause (5) provides for the Director to be employed under an executive level contract, with terms and conditions similar to an agency Chief Executive Office employed under the Public Sector Employment and Management Act.
Under Subclause (6), the Minister may terminate the appointment of the Director based on a recommendation received from the Board. 
Clause 7 Museum and Art Gallery of the Northern Territory 
Subclause (1) specifies that the Museum and Art Gallery of the Northern Territory consists of the facilities and their respective grounds as set out in the Regulations, as well as the collection. 
This includes the facilities which the Museum and Art Gallery of the Northern Territory manage and deliver services through as listed in the Regulations, including:
·	The Museum and Art Gallery of the Northern Territory, 19 Conacher Street, Fannie Bay, Darwin 

·	The Defence of Darwin Experience, 251 Alec Fong Lim Drive, East Point, Darwin

·	Lyons Cottage, 74 The Esplanade, Darwin

·	Fannie Bay Gaol, East Point Road, Fannie Bay, Darwin

·	Museum of Central Australia, Larapinta Drive, Alice Springs

·	Strehlow Research Centre, Larapinta Drive, Alice Springs

·	Alcoota Field Station, Anmatjere

The Regulations provide for further facilities to be added to the Museum and Art Gallery of the Northern Territory, upon the direction of the Minister.
Subclause (2) specifies that the Territory owns the Museum and Art Gallery of the Northern Territory. 
Division 2 Functions and Powers
Clause 8 Functions
This clause sets out the functions of the Board of the Museum and Art Gallery of the Northern Territory.
The functions of the Board provide it with overall responsibility for the management of the MAGNT, including engaging in fund-raising to attract private, corporate and philanthropic support to further develop the MAGNT and its collections. 
The Board also has broader responsibilities, including providing support for regional museums across the Northern Territory and advising the Minister for Arts and Museums on matters relating to museums and art galleries in the Territory.
Clause 9 Powers
This clause outlines the powers of the Board of the Museum and Art Gallery of the Northern Territory, which will enable it to carry out its functions.

Subclause (2) provides for the Board to acquire property, hold and dispose of real property and personal property, improve real property and personal property and to enter into contracts. It is the intent that any property acquired and held (including art works or real property) will form part of the Museum and Art Gallery of the Northern Territory under clause 7, and will be managed by the Board on behalf of the Territory under section .  
Subclause (3) specifies that the Board may with the Treasurer’s approval, borrow, lend, raise or invest money.
Subclause (4) specifies that disposal or de-accessioning of collection items requires ministerial approval. This clause ensures that the Board will have to demonstrate that retention of an item is unnecessary and inappropriate.  
Clause 10 Ministerial Control
This clause specifies that the Board is subject to the directions of the Minister. 
Clause 11 Delegation
This clause allows the Board to delegate its powers or functions to the Director, one or more appointed persons, a committee established under clause 13, or a public sector employee. Appropriately used, this allows the efficient and timely administration of the functions of the Board.
Clause 12 By-laws
This clause provides for the Board to make By-laws. For example, the Board may make By-laws relating to performing its functions, such as the preservation, inspection, copying or lending of art works, specimens and exhibits, should this be required.
Sub-clause (2) provides for a fine not exceeding 10 penalty units (currently $1,440) for an offence against the by-laws.
Clause 13 Committees
This clause provides for the board to establish any committees it requires to perform its functions and how each committee will work.
Under subclause (3) a committee must comprise of at least 2 people, with at least one person being a member or Chairperson of the Board.
Subclause (4) provides for remuneration to committee members, who are not a Board member or Chairperson, in accordance with the Assembly Members and Statutory Officers (Remuneration and Other Entitlements) Act at the statutory body level.
Clause 14 Board may establish corporate bodies
This clause provides for the Board to establish a company, incorporated association, or other corporate body, it requires to perform its functions. This clause enables the Board to establish a separate legal entity such as a Foundation for fund-raising for a specific project or initiative.
Division 3 Constitution of Board
Clause 15 Constitution
This clause specifies the numbers of members of the Board. The Board consists of a Chairperson and at least 6 members, but no more than 10 members. 
Clause 16 Membership
This clause specifies the matters that must be considered by the Minister when appointing a member of the Board. 
The Minister under subclause (3) must be satisfied that the person holds suitable qualifications, or has suitable knowledge and experience, relating to the functions of the Board.
Under subclause (4) no more than 2 members may be public sector employees.
Clause 17 Chairperson
This clause provides for the Minister to appoint the Chairperson of the Board.
Under subclause (3) the Minister must take into account a recommendation of the Board when appointing a Chairperson.
The Minister under subclause (4) must be satisfied that the person holds suitable qualifications, or has suitable knowledge and experience, relating to the functions of the Board.
Clause 18 Duration of appointment
This clause provides for the period of appointment of the members and chairperson, as well as reappointment.
Subclause (1) specifies that a member or chairperson may be appointed for any period up to 3 years. This provides flexibility in the period of appointment for members.
Subclause (2) specifies that a member or chairperson may be reappointed. However, under subclause (3) a person cannot be appointed for more than 2 consecutive terms, except in exceptional circumstances. This clause provides some flexibility for the Minister to reappoint for a third term a high performing Chairperson, or a member instrumental to achieving an ongoing or future Board initiative/ program.
Subclause (4) specifies that terms of appointment are consecutive if less than 6 months has elapsed between the end of term one and the start of the next term. This clause provides some flexibility in the interpretation of ‘consecutive’ and allows for a gap of up to 6 months between terms due to administrative oversight or other lapses in the reappointment of a person.
Clause 19 Leave of absence
This clause provides that the Board can grant a member or chairperson a leave of absence. The Board is able to determine the conditions that apply to any leave of absence which may be granted.
Clause 20 Vacation of office
This clause specifies the circumstances in which a member or chairperson’s appointment will cease.
Subclause (2) identifies that the exercise of powers and functions by the Board are are not affected by a vacancies in appointments. This recognises that a member may resign or a position may otherwise become vacant, but that the business of the Board will need to continue during that vacancy.
Clause 21 Termination of appointment
This clause identifies the circumstances under which the Minister may terminate the appointment of a member or chairperson.
Division 4 Procedures of the Board
Clause 22 Board to determine own procedures
This clause specifies that, subject to the Act, the Board can decide its own procedures. This relates to how the Board operates and provides the Board with discretion to determine the processes and practices to be adopted.
The restrictions placed on the Board within the Act are those specified in the remainder of the Division (clauses 23 to 28) and include matters such as the minimum number of meetings that must occur during a year, voting and obligations to keep records.
Clause 23 Meetings
This clause specifies that the Board must meet at least 3 times each financial year. Meetings are to be convened by the Chairperson.
Clause 24 Quorum
This clause specifies, that subject to clause 29(1)(c), the quorum for a meeting is 4 persons appointed to the Board. This ensures that the Board can make decisions even where one or more members or the Chairperson are unavailable for a specific meeting.
Clause 25 Presiding at meeting
This clause identifies that the Chairperson is to preside at meetings. If the Chair is not present, the members are to elect a person to preside over the meeting.
Clause 26 Voting at meeting
This clause provides that a decision of the Board is to be decided by majority vote. To avoid deadlocks, the person presiding at the meeting has a casting vote in addition to his or her deliberative vote.
Clause 27 Records of meetings
This clause requires the Board to keep records of its meetings. This is good practice and necessary to ensure appropriate governance of the Board.
Clause 28 Disclosure of personal interest
This clause requires a person who has a personal interest in a matter before the Board to declare the interest. The clause specifies when the notice is to be given and how the disclosure must be made. Subclause (4) describes the nature of personal interest that is required to be disclosed.
Clause 29 Effect of a personal interest
This clause identifies the consequences of disclosing an interest which are:
(a)	The member or Chairperson must not participate in any deliberation or decision of the Board about the matter;
(b)	The member or Chairperson is disregarded for the purposes of determining quorum; and
(c)	Quorum for that matter is the majority of members able to participate in the deliberation or decision.
This clause is designed to ensure that conflicts or perceptions of bias do not arise in the decisions of the Board.
Subclause (2) provides that any decisions made by the Board at its meeting will not be invalid if a member fails to disclose a personal interest. This is designed to ensure that decisions are not invalidated because a member did not recognise they had a personal interest or inadvertently failed to disclose an interest.
Division 5 Financial and staff
Clause 30 Gifts, grants, bequests or devices 
This clause provides that the Board may agree to the conditions associated with receiving and holding property (such as artworks) through a gift, grant, bequest, devise, purchase, or other means of conveyance or transfer.  
This clause is designed to allow the Board to receive and acquire property in exercising its functions in accordance with special terms associated with the transfer, such as ensuring that an artist residence continues to be used as such in accordance with the terms of a bequest.
Clause 31 Treasurer’s approval required for certain contracts
This clause sets out those contracts that the Board requires the Treasurer’s approval for before entering into, including borrowing of money, lending of money, raising and investing money. Under subclause (2), the Treasurer may specify a way of raising money and a class of investment that the Board does not require approval for.
Clause 32 Audit Act to apply
This clause provides for the audit of accounts of the Board. It specifies that the Audit Act applies:
(a)	to the Board where reference in the Act is made to a government agency
(b)	to the Director where reference is made to an Accountable Officer.
Clause 33 Financial responsibilities of Director
This clause specifies that the Director is responsible for the financial administration of the Board. The Director must ensure that proper records of all transactions are kept, staff observe the requirements in this Act relating to financial matters, proper internal controls are in place, and the Board has adequate internal audit capacity.
Clause 34 Provision of financial information to Treasurer
Under this clause, the Board must provide any information requested by the Treasurer.
Clause 35 Annual Financial Statements
This clause provides for the preparation and audit of the Board’s financial statement by the Auditor-General. 
Clause 36 Annual Reports
This clause requires the Director to prepare an annual report for each financial year on the operations of the Board. The clause sets out the information to be reported, which includes the annual financial statement and the Auditor General’s report on the statement required under clause 35. The report will be tabled by the Minister in the Legislative Assembly.
Clause 37 Public sector employees and facilities for Board
Under this clause, the Board may be provided with public sector employees. The intent is that all existing staff of the Museum and Art Gallery of the Northern Territory will remain as public sector staff and maintain their existing terms and conditions and accrued entitlements.
Under subclause (2), public sector employees provided to the Board are subject to the direction of the Director in the performance of their work for the Board.
Subclause (3) provides for the Director to manage day to day staffing matters for all staff provided to the Board.
Clause 38 Other staff employed or engaged by Board
Under this clause, the Board may employ staff on terms and conditions determined by the Board, as well as engage consultants or make other arrangements for advice relating to its functions.
Part 3 Miscellaneous matters
Clause 39 Protection from liability
This clause specifies that the Director and appointed persons (the Chairperson and members of the Board) are not civilly or criminally liable for actions done (or not done) in good faith in the exercise of powers and functions under the Act.
This clause is designed to protect Board members from legal actions that may be brought against them because of their membership of the Board. It is a standard clause of statutory bodies of this type.
Clause 40 Confidentiality of information
This clause ensures that persons engaged in the business of the Board that breach confidentiality provisions and disclose information inappropriately can be prosecuted. This includes Board members and the Chairperson, the Director, public sector employees, as well as former Board members, staff, public sector employees, consultants etc.
The offence carries a maximum penalty of 200 penalty units or 2 years imprisonment. This is the standard penalty applied for offences of this nature in Northern Territory legislation.
Clause 41 Regulations
This clause provides the Administrator with the power to make regulations under this Act.

Part 4 Repeal
Clause 42 Repeal
This clause repeals the previous Museums and Art Galleries Act 1999 which was in force before the commencement of this Act. The repeal includes the repeal of the Museums and Art Galleries Board of the Northern Territory established under the previous Act.
Part 5 Consequential amendments
Clause 43 Other laws amended
This clause amends other pieces of legislation to allow the Board to undertake responsibilities in relation to that legislation. 
The amendments are listed in the Schedule and are required due to the changes between the repealed Act and this Act in the title of the Act and the name of the Board, as described in the General Outline above. The amendments to the various Acts involve:
·	replacing Museums and Art Galleries Board of the Northern Territory with Board of the Museum and Art Gallery of the Northern Territory;
·	changing the definition of the term Board in line with clause 5 of Museum and Art Gallery of the Northern Territory Act;
·	replacing Museums and Art Galleries Act with Museum and Art Gallery of the Northern Territory Act.
·	in the Biological Resources Act replacing NT Museum of Arts and Sciences with Museum and Art Gallery of the Northern Territory.  The Museum and Art Gallery of the Northern Territory was in the past called the NT Museum of Arts and Sciences. 
Clause 44 Expiry
This Part expires the day after it commences. 
This clause is a technical drafting matter. Consequential amendments become obsolete on their commencement and there is no requirement for them to continue once they have taken effect. It is therefore standard practice to include an expiration clause of this matter.