{"id":"C2012A00148","name":"National Portrait Gallery of Australia Act 2012","slug":"national-portrait-gallery-of-australia-act-2012","collection":"act","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":"148 of 2012","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":8456,"registerId":"commonwealth-C2012A00148-current","compilationNumber":null,"startDate":"2026-03-30","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"Part 1","sectionType":"part","heading":"Preliminary","content":"## Part 1—Preliminary","sortOrder":0},{"sectionNumber":"1","sectionType":"section","heading":"Short title","content":"#### 1 Short title\n\n This Act may be cited as the National Portrait Gallery of Australia Act 2012.","sortOrder":1},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"#### 2 Commencement\n\n This Act commences on 1 July 2013.","sortOrder":2},{"sectionNumber":"3","sectionType":"section","heading":"Simplified outline","content":"#### 3 Simplified outline\n\n The following is a simplified outline of this Act:\n\n• This Act establishes the National Portrait Gallery of Australia.\n\n• The Gallery has functions relating to keeping a national collection of portraits, other works of art and related material.\n\n• There is to be a Board and a Director of the Gallery.","sortOrder":3},{"sectionNumber":"4","sectionType":"section","heading":"Definitions","content":"#### 4 Definitions\n\n In this Act:\n\n> Board means the Board of the National Portrait Gallery of Australia.\n\n> Board member means a member of the Board, and includes the Chair and Deputy Chair.\n\n> Chair means the Chair of the Board.\n\n> Deputy Chair means the Deputy Chair of the Board.\n\n> Director means the Director of the National Portrait Gallery of Australia.\n\n> Gallery means the National Portrait Gallery of Australia established by this Act.\n\n> national collection means the national collection referred to in paragraph 7(1)(a).","sortOrder":4},{"sectionNumber":"5","sectionType":"section","heading":"Extended geographic application of this Act","content":"#### 5 Extended geographic application of this Act\n\n (1) This Act extends to every external Territory.\n (2) This Act applies both within and outside Australia.","sortOrder":5},{"sectionNumber":"Part 2","sectionType":"part","heading":"The National Portrait Gallery of Australia","content":"## Part 2—The National Portrait Gallery of Australia","sortOrder":6},{"sectionNumber":"6","sectionType":"section","heading":"Establishment","content":"#### 6 Establishment\n\n (1) The National Portrait Gallery of Australia is established by this section.\n (2) The Gallery:\n (a) is a body corporate; and\n (b) must have a seal; and\n (c) may acquire, hold and dispose of real and personal property; and\n (d) may sue and be sued.\n\n> Note: The Public Governance, Performance and Accountability Act 2013 applies to the Gallery. That Act deals with matters relating to corporate Commonwealth entities, including reporting and the use and management of public resources.\n\n (3) The Gallery’s seal is to be kept in such custody as the Board directs and must not be used except as authorised by the Board.","sortOrder":7},{"sectionNumber":"7","sectionType":"section","heading":"Functions","content":"#### 7 Functions\n\n (1) The functions of the Gallery are to:\n (a) develop, preserve, maintain, promote and provide access to a national collection consisting of:\n (i) portraits (including portraits that reflect the identity, history, diversity and culture of Australia); and\n (ii) other works of art; and\n (iii) related material; and\n (b) develop and engage a national audience in relation to:\n (i) that collection; and\n (ii) other portraits, works of art and related material that are, or that will be, in the possession of the Gallery;\n including through exhibitions, education, research, publications and public and online programs.\n (2) In performing its functions, the Gallery is, as far as practical, to:\n (a) use every endeavour to make the most advantageous use of the national collection in the national interest; and\n (b) promote the efficient, effective, economical and ethical use of public resources.\n Fees\n (3) The Gallery may charge fees for things done in performing its functions or for other services provided by the Gallery.\n (4) A fee must not be such as to amount to taxation.","sortOrder":8},{"sectionNumber":"8","sectionType":"section","heading":"Powers","content":"#### 8 Powers\n\n (1) The Gallery has power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (2) The Gallery’s powers include, but are not limited to, the following powers:\n (a) the power to enter into contracts;\n (b) the power to occupy, use and control any land, building, structure or other improvement made available to the Gallery under section 9;\n (c) the power to purchase or take on hire, to commission or produce, or to accept as a gift or on deposit or loan, portraits, other works of art or related material;\n (d) the power to make available (whether by hire, loan or otherwise) portraits, other works of art or related material;\n (e) the power to provide financial assistance to persons (whether by way of loan, grant, award or otherwise and whether on commercial terms or otherwise);\n (f) the power to accept gifts, devises, bequests and assignments (whether on trust or otherwise);\n (g) the power to act as trustee of money or other property vested in the Gallery on trust;\n (h) the power to do anything incidental to any of its functions.\n (3) Despite anything contained in this Act, any money or other property held by the Gallery on trust must be dealt with in accordance with the obligations of the Gallery as trustee of the trust.","sortOrder":9},{"sectionNumber":"9","sectionType":"section","heading":"Land etc. for the Gallery","content":"#### 9 Land etc. for the Gallery\n\n (1) The Minister may, by notice published in the Gazette, make available to the Gallery for the purposes of the Gallery:\n (a) such land owned by the Commonwealth as is specified in the notice; and\n (b) if there are buildings, structures or other improvements owned by the Commonwealth on that land—such of those buildings, structures or other improvements as are specified in the notice.\n (2) Subsection (1) has effect despite anything contained in the Lands Acquisition Act 1989.\n (3) A notice under subsection (1) is not a legislative instrument.","sortOrder":10},{"sectionNumber":"10","sectionType":"section","heading":"Transfer of works of art and related material","content":"#### 10 Transfer of works of art and related material\n\n At the request of the Board, the Minister may transfer or cause to be transferred to the Gallery, for inclusion in the national collection, portraits, other works of art or related material owned by the Commonwealth.","sortOrder":11},{"sectionNumber":"11","sectionType":"section","heading":"Disposal of works of art and related material","content":"#### 11 Disposal of works of art and related material\n\n (1) The Board may resolve that a portrait, another work of art or related material in the national collection be disposed of by sale, exchange, gift or destruction if the Board is satisfied that the portrait, other work of art or related material:\n (a) is unfit for that collection; or\n (b) is not required as part of that collection.\n (2) However, the Board must not resolve that a portrait, another work of art or related material be disposed of by way of destruction unless the Board is satisfied that the portrait, other work of art or related material has no saleable value.\n (3) If the Board has resolved, in accordance with this section, that a portrait, another work of art or related material be disposed of, the Gallery may dispose of that portrait, other work of art or related material accordingly.\n (4) Subsection (3) is subject to section 47 (about restrictions on financial transactions).","sortOrder":12},{"sectionNumber":"12","sectionType":"section","heading":"Gallery does not have privileges and immunities of the Crown","content":"#### 12 Gallery does not have privileges and immunities of the Crown\n\n The Gallery does not have the privileges and immunities of the Crown in right of the Commonwealth.","sortOrder":13},{"sectionNumber":"Part 3","sectionType":"part","heading":"The Board of the National Portrait Gallery of Australia","content":"An Act to establish the National Portrait Gallery of Australia, and for related purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n This Act may be cited as the National Portrait Gallery of Australia Act 2012.\n\n#### 2 Commencement\n\n This Act commences on 1 July 2013.\n\n#### 3 Simplified outline\n\n The following is a simplified outline of this Act:\n\n• This Act establishes the National Portrait Gallery of Australia.\n\n• The Gallery has functions relating to keeping a national collection of portraits, other works of art and related material.\n\n• There is to be a Board and a Director of the Gallery.\n\n#### 4 Definitions\n\n In this Act:\n\n> Board means the Board of the National Portrait Gallery of Australia.\n\n> Board member means a member of the Board, and includes the Chair and Deputy Chair.\n\n> Chair means the Chair of the Board.\n\n> Deputy Chair means the Deputy Chair of the Board.\n\n> Director means the Director of the National Portrait Gallery of Australia.\n\n> Gallery means the National Portrait Gallery of Australia established by this Act.\n\n> national collection means the national collection referred to in paragraph 7(1)(a).\n\n#### 5 Extended geographic application of this Act\n\n (1) This Act extends to every external Territory.\n (2) This Act applies both within and outside Australia.\n\n## Part 2—The National Portrait Gallery of Australia\n\n#### 6 Establishment\n\n (1) The National Portrait Gallery of Australia is established by this section.\n (2) The Gallery:\n (a) is a body corporate; and\n (b) must have a seal; and\n (c) may acquire, hold and dispose of real and personal property; and\n (d) may sue and be sued.\n\n> Note: The Public Governance, Performance and Accountability Act 2013 applies to the Gallery. That Act deals with matters relating to corporate Commonwealth entities, including reporting and the use and management of public resources.\n\n (3) The Gallery’s seal is to be kept in such custody as the Board directs and must not be used except as authorised by the Board.\n\n#### 7 Functions\n\n (1) The functions of the Gallery are to:\n (a) develop, preserve, maintain, promote and provide access to a national collection consisting of:\n (i) portraits (including portraits that reflect the identity, history, diversity and culture of Australia); and\n (ii) other works of art; and\n (iii) related material; and\n (b) develop and engage a national audience in relation to:\n (i) that collection; and\n (ii) other portraits, works of art and related material that are, or that will be, in the possession of the Gallery;\n including through exhibitions, education, research, publications and public and online programs.\n (2) In performing its functions, the Gallery is, as far as practical, to:\n (a) use every endeavour to make the most advantageous use of the national collection in the national interest; and\n (b) promote the efficient, effective, economical and ethical use of public resources.\n Fees\n (3) The Gallery may charge fees for things done in performing its functions or for other services provided by the Gallery.\n (4) A fee must not be such as to amount to taxation.\n\n#### 8 Powers\n\n (1) The Gallery has power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (2) The Gallery’s powers include, but are not limited to, the following powers:\n (a) the power to enter into contracts;\n (b) the power to occupy, use and control any land, building, structure or other improvement made available to the Gallery under section 9;\n (c) the power to purchase or take on hire, to commission or produce, or to accept as a gift or on deposit or loan, portraits, other works of art or related material;\n (d) the power to make available (whether by hire, loan or otherwise) portraits, other works of art or related material;\n (e) the power to provide financial assistance to persons (whether by way of loan, grant, award or otherwise and whether on commercial terms or otherwise);\n (f) the power to accept gifts, devises, bequests and assignments (whether on trust or otherwise);\n (g) the power to act as trustee of money or other property vested in the Gallery on trust;\n (h) the power to do anything incidental to any of its functions.\n (3) Despite anything contained in this Act, any money or other property held by the Gallery on trust must be dealt with in accordance with the obligations of the Gallery as trustee of the trust.\n\n#### 9 Land etc. for the Gallery\n\n (1) The Minister may, by notice published in the Gazette, make available to the Gallery for the purposes of the Gallery:\n (a) such land owned by the Commonwealth as is specified in the notice; and\n (b) if there are buildings, structures or other improvements owned by the Commonwealth on that land—such of those buildings, structures or other improvements as are specified in the notice.\n (2) Subsection (1) has effect despite anything contained in the Lands Acquisition Act 1989.\n (3) A notice under subsection (1) is not a legislative instrument.\n\n#### 10 Transfer of works of art and related material\n\n At the request of the Board, the Minister may transfer or cause to be transferred to the Gallery, for inclusion in the national collection, portraits, other works of art or related material owned by the Commonwealth.\n\n#### 11 Disposal of works of art and related material\n\n (1) The Board may resolve that a portrait, another work of art or related material in the national collection be disposed of by sale, exchange, gift or destruction if the Board is satisfied that the portrait, other work of art or related material:\n (a) is unfit for that collection; or\n (b) is not required as part of that collection.\n (2) However, the Board must not resolve that a portrait, another work of art or related material be disposed of by way of destruction unless the Board is satisfied that the portrait, other work of art or related material has no saleable value.\n (3) If the Board has resolved, in accordance with this section, that a portrait, another work of art or related material be disposed of, the Gallery may dispose of that portrait, other work of art or related material accordingly.\n (4) Subsection (3) is subject to section 47 (about restrictions on financial transactions).\n\n#### 12 Gallery does not have privileges and immunities of the Crown\n\n The Gallery does not have the privileges and immunities of the Crown in right of the Commonwealth.\n\n## Part 3—The Board of the National Portrait Gallery of Australia\n\n### Division 1—The Board\n\n#### 13 Establishment\n\n The Board of the National Portrait Gallery of Australia is established by this section.\n\n#### 14 Role\n\n (1) The Board is responsible for ensuring the proper and efficient performance of the Gallery’s functions.\n (2) The Board has power to do all things necessary or convenient to be done for or in connection with the performance of its duties.\n (3) Anything done in the name of, or on behalf of, the Gallery by the Board, or with the authority of the Board, is taken to have been done by the Gallery.\n (4) If a function or power of the Gallery is dependent on the opinion, belief or state of mind of the Gallery in relation to a matter, the function or power may be performed or exercised upon the opinion, belief or state of mind of a person or body acting as mentioned in subsection (3) in relation to that matter.\n\n#### 15 Membership\n\n The Board consists of the following members:\n (a) the Chair of the Board;\n (b) the Deputy Chair of the Board;\n (c) not fewer than 3, and not more than 7, other members.\n\n#### 16 Appointment of Board members\n\n (1) The Board members are to be appointed by the Minister by written instrument.\n (2) A person must not be appointed as a Board member unless the Minister is satisfied that the person has knowledge or experience relevant to the affairs of the Gallery.\n (3) A Board member holds office on a part‑time basis.\n (4) A Board member holds office for the period specified in the instrument of appointment. The period must not exceed 3 years.\n\n> Note: For reappointment, see section 33AA of the Acts Interpretation Act 1901.\n\n (5) A person must not be appointed as a Board member for a period if the sum of the following exceeds 9 years:\n (a) that period;\n (b) any periods of previous appointment of the person as a Board member.\n (6) The performance of the functions, or the exercise of the powers, of the Board is not affected by reason only of the number of Board members falling below 5 (but not below 3) for a period of not more than 12 months.\n\n#### 17 Acting Board members\n\n Acting by operation of law\n (1) The Deputy Chair is to act as the Chair:\n (a) during a vacancy in the office of Chair (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Chair:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: For rules that apply to persons acting as the Chair, see section 33A of the Acts Interpretation Act 1901.\n\n Acting appointments\n (2) The Minister may, by written instrument, appoint a Board member to act as the Deputy Chair:\n (a) during a vacancy in the office of Deputy Chair (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Deputy Chair:\n (i) is acting as the Chair; or\n (ii) is absent from duty or from Australia; or\n (iii) is, for any reason, unable to perform the duties of the office.\n\n> Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901.\n\n (3) The Minister may, by written instrument, appoint a person to act as a Board member (other than the Chair or Deputy Chair):\n (a) during a vacancy in the office of a Board member (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when a Board member:\n (i) is acting as the Deputy Chair; or\n (ii) is absent from duty or from Australia; or\n (iii) is, for any reason, unable to perform the duties of the office.\n\n> Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901.\n\n#### 18 Remuneration\n\n (1) A Board member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the Board member is to be paid the remuneration that is prescribed by the regulations.\n (2) A Board member is to be paid the allowances that are prescribed by the regulations.\n (3) This section has effect subject to the Remuneration Tribunal Act 1973.\n\n#### 19 Leave of absence\n\n (1) The Minister may grant the Chair leave of absence on the terms and conditions that the Minister determines.\n (2) The Chair may grant leave of absence to any other Board member on the terms and conditions that the Chair determines.\n (3) The Chair must notify the Minister if the Chair grants to a Board member leave of absence for a period that exceeds 4 months.\n\n#### 20 Resignation\n\n (1) A Board member may resign his or her appointment by giving the Minister a written resignation.\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n#### 21 Termination of appointment\n\n (1) The Minister may terminate the appointment of a Board member:\n (a) for misbehaviour; or\n (b) if the Board member is unable to perform the duties of his or her office because of physical or mental incapacity.\n (2) The Minister must terminate the appointment of a Board member if:\n (a) the Board member:\n (i) becomes bankrupt; or\n (ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or\n (iii) compounds with his or her creditors; or\n (iv) makes an assignment of his or her remuneration for the benefit of his or her creditors; or\n (b) the Board member is absent, except on leave of absence, from 3 consecutive meetings of the Board.\n\n> Note: The appointment of a Board member may also be terminated under section 30 of the Public Governance, Performance and Accountability Act 2013 (which deals with terminating the appointment of an accountable authority, or a member of an accountable authority, for contravening general duties of officials).\n\n#### 22 Other terms and conditions\n\n A Board member holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the Minister.\n\n### Division 2—Procedures of the Board\n\n#### 23 Convening of meetings\n\n (1) The Chair must convene such meetings of the Board as are, in his or her opinion, necessary for the efficient conduct of its affairs.\n (2) The Chair must convene at least 2 meetings of the Board each calendar year.\n (3) The Chair must convene a meeting of the Board if directed to do so by the Minister.\n (4) The Chair must, on receipt of a written request signed by a majority of the current Board members, convene a meeting of the Board.\n\n#### 24 Quorum\n\n (1) The quorum for a meeting of the Board is a majority of the current Board members.\n (2) However, if:\n (a) a Board member is required by rules made for the purposes of section 29 of the Public Governance, Performance and Accountability Act 2013 not to be present during the deliberations, or to take part in any decision, of the Board with respect to a particular matter; and\n (b) when the Board member leaves the meeting concerned there is no longer a quorum present;\n then those remaining Board members constitute a quorum for the purposes of any deliberation or decision at that meeting with respect to that matter.\n\n#### 25 Presiding at meetings\n\n (1) The Chair must preside at all meetings of the Board at which he or she is present.\n (2) If the Chair is not present at a meeting of the Board, the Deputy Chair, if present, must preside at the meeting.\n (3) If neither the Chair nor the Deputy Chair is present at a meeting of the Board, the Board members present must elect one of their number to preside at the meeting.\n\n#### 26 Voting at meetings\n\n (1) At a meeting of the Board, a question is decided by a majority of the votes of Board members present and voting.\n (2) The Board member presiding at the meeting has:\n (a) a deliberative vote; and\n (b) in the event of an equality of votes, a casting vote.\n\n#### 27 Minutes\n\n The Board must keep minutes of its meetings.\n\n#### 28 Conduct of meetings\n\n Subject to this Act and the Public Governance, Performance and Accountability Act 2013, the Board may regulate the conduct of its meetings as it thinks fit.\n\n> Note: Section 33B of the Acts Interpretation Act 1901 contains further information about the ways in which Board members may participate in meetings.\n\n#### 29 Decisions without meetings\n\n (1) The Board is taken to have made a decision at a meeting if:\n (a) without meeting, a majority of the current Board members entitled to vote on the proposed decision indicate agreement with the decision; and\n (b) that agreement is indicated in accordance with the method determined by the Board under subsection (2); and\n (c) all the current Board members were informed of the proposed decision, or reasonable efforts were made to inform all the current Board members of the proposed decision.\n (2) Subsection (1) does not apply unless the Board:\n (a) has determined that it may make decisions of that kind without meeting; and\n (b) has determined the method by which Board members are to indicate agreement with proposed decisions.\n (3) For the purposes of paragraph (1)(a), a Board member is not entitled to vote on a proposed decision if the Board member would not have been entitled to vote on that proposal if the matter had been considered at a meeting of the Board.\n (4) The Board must keep a record of decisions made in accordance with this section.\n\n#### 29A Delegation by the Board\n\n (1) The Board may, in writing, delegate its powers under section 11 to:\n (a) the Director; or\n (b) a Board member; or\n (c) an SES employee, or acting SES employee, of the Gallery.\n\n> Note: Sections 34AA to 34A of the Acts Interpretation Act 1901 contain provisions relating to delegations.\n\n (2) In exercising a delegated power, the delegate must comply with any written directions of the Board.\n (3) The delegation continues in force despite a change in the membership of the Board.\n (4) The delegation may be varied or revoked by the Board (whether or not there has been a change in the membership of the Board).\n\n## Part 4—Director, staff and consultants\n\n### Division 1—Director\n\n#### 30 Establishment\n\n There is to be a Director of the National Portrait Gallery of Australia.\n\n#### 31 Role\n\n (1) The Director is responsible for the day‑to‑day administration of the Gallery.\n (2) The Director has power to do all things necessary or convenient to be done for or in connection with the performance of his or her duties.\n Board policies and directions\n (3) The Director is to act in accordance with any policies determined, and any directions given, by the Board.\n (4) Subsection (3) does not apply in relation to the Director’s performance of functions, or exercise of powers, under the Public Service Act 1999.\n (5) If a policy or direction under subsection (3) is in writing, the policy or direction is not a legislative instrument.\n\n#### 32 Appointment of Director\n\n (1) The Director is to be appointed:\n (a) in the case of the first appointment of the Director—by the Minister; or\n (b) otherwise—by the Board.\n (2) However, the Board must not appoint a person as the Director unless the Minister agrees in writing to the appointment.\n (3) An appointment is to be made by written instrument.\n (4) The Director holds office on a full‑time basis.\n (5) The Director holds office for the period specified in the instrument of appointment. The period must not exceed 5 years.\n\n> Note: For reappointment, see section 33AA of the Acts Interpretation Act 1901.\n\n (6) The Director must not be a Board member.\n\n#### 33 Acting appointments\n\n (1) The Board may, by written instrument, appoint a person to act as the Director:\n (a) during a vacancy in the office of the Director (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Director:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901.\n\n (2) However, the Board must not appoint a person to act as the Director unless the Minister agrees in writing to the appointment.\n\n#### 34 Other employment\n\n (1) The Director must not engage in paid employment outside the duties of the Director’s office without the Chair’s approval.\n (2) The Chair must notify the Minister of any approval given under subsection (1).\n\n#### 35 Remuneration\n\n (1) The Director is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the Director is to be paid the remuneration that is prescribed by the regulations.\n (2) The Director is to be paid the allowances that are prescribed by the regulations.\n (3) This section has effect subject to the Remuneration Tribunal Act 1973.\n\n#### 36 Leave\n\n (1) The Director has the recreation leave entitlements that are determined by the Remuneration Tribunal.\n (2) The Chair may grant the Director leave of absence, other than recreation leave, on the terms and conditions as to remuneration or otherwise that the Chair determines.\n (3) The Chair must consult the Minister before granting the Director leave of absence for a period that exceeds 1 month.\n\n#### 37 Disclosure of interests\n\n (1) A disclosure by the Director under section 29 of the Public Governance, Performance and Accountability Act 2013 (which deals with the duty to disclose interests) must be made to the Minister and the Board.\n (2) Subsection (1) applies in addition to any rules made for the purposes of that section.\n (3) For the purposes of this Act and the Public Governance, Performance and Accountability Act 2013, the Director is taken not to have complied with section 29 of that Act if the Director does not comply with subsection (1) of this section.\n\n#### 38 Resignation\n\n (1) The Director may resign his or her appointment by giving the Chair a written resignation.\n (2) The resignation takes effect on the day it is received by the Chair or, if a later day is specified in the resignation, on that later day.\n (3) If the Director resigns under this section, the Chair must notify the Minister of the resignation.\n\n#### 39 Termination of appointment\n\n (1) The Board may terminate the appointment of the Director:\n (a) for misbehaviour; or\n (b) if the Director is unable to perform the duties of his or her office because of physical or mental incapacity; or\n (c) if the Director:\n (i) becomes bankrupt; or\n (ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or\n (iii) compounds with his or her creditors; or\n (iv) makes an assignment of his or her remuneration for the benefit of his or her creditors; or\n (d) if the Director is absent, except on leave of absence, for 14 consecutive days or for 28 days in any 12 months; or\n (e) if the Director engages, except with the Chair’s approval, in paid employment outside the duties of his or her office (see section 34); or\n (f) if the Director fails, without reasonable excuse, to comply with section 29 of the Public Governance, Performance and Accountability Act 2013 (which deals with the duty to disclose interests) or rules made for the purposes of that section.\n (2) However, the Board must not terminate the appointment of the Director unless the Minister agrees in writing to the termination.\n\n#### 40 Other terms and conditions\n\n The Director holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the Board.\n\n### Division 2—Staff and consultants\n\n#### 41 Staff\n\n (1) The staff of the National Portrait Gallery of Australia must be persons engaged under the Public Service Act 1999.\n (2) For the purposes of the Public Service Act 1999:\n (a) the Director and the staff of the Gallery together constitute a Statutory Agency; and\n (b) the Director is the Head of that Statutory Agency.\n\n#### 42 Services of other persons may be made available to the Gallery\n\n (1) The Gallery may arrange with an Agency Head (within the meaning of the Public Service Act 1999), or with a body established for a public purpose by a law of the Commonwealth, for the services of officers or employees of the Agency or body to be made available to the Gallery.\n (2) The Gallery may enter into an arrangement with the appropriate authority of a State or Territory for the services of officers or employees of the Public Service of the State or Territory, or of a State or Territory statutory authority, to be made available to the Gallery.\n\n#### 43 Consultants\n\n The Gallery may engage consultants to assist in the performance of its functions.\n\n## Part 6—Finance\n\n#### 45 Money payable to the Gallery\n\n (1) There is payable to the Gallery such money as is appropriated by the Parliament for the purposes of the Gallery.\n (2) The Finance Minister may give directions about the amounts in which, and the times at which, money payable under subsection (1) is to be paid to the Gallery.\n (3) If a direction under subsection (2) is given in writing, the direction is not a legislative instrument.\n (4) In this section:\n\n> Finance Minister means the Minister administering the Public Governance, Performance and Accountability Act 2013.\n\n#### 46 Application of money by the Gallery\n\n (1) The money of the Gallery is to be applied only:\n (a) in payment or discharge of the costs, expenses and other obligations incurred or undertaken by the Gallery in the performance of its functions and the exercise of its powers; and\n (b) in payment of any remuneration or allowances payable under this Act.\n (2) Subsection (1) does not prevent investment, under subsection (3) of this section or section 59 of the Public Governance, Performance and Accountability Act 2013, of money that is not immediately required for the purposes of the Gallery.\n (3) In addition to investments authorised by section 59 of the Public Governance, Performance and Accountability Act 2013, the Gallery may invest the following in any other form of investment:\n (a) money accepted as a gift or bequest to the Gallery;\n (b) money that the Gallery receives from the disposal of property given, devised, bequeathed or assigned to the Gallery by a person other than the Commonwealth;\n (c) income received from an investment made under this subsection or from the disposal of such an investment.\n\n> Note: See subsection 8(3) for obligations of the Gallery as trustee of a trust.\n\n (4) An investment under subsection (3), or the disposal of such an investment, must be in accordance with a policy in force under section 46A.\n\n#### 46A Investment policy\n\n (1) The Board may formulate a written policy in relation to the following matters:\n (a) the investment strategy of the Gallery;\n (b) benchmarks and standards for assessing the performance of the Gallery’s investments;\n (c) risk management for the Gallery’s investments.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n Publication of policy\n (2) If the Board formulates a policy under subsection (1), the Board must cause a copy of the policy to be published on the Gallery’s website.\n Review of policy\n (3) If the Board formulates a policy under subsection (1), the Board must conduct periodic reviews of the policy.\n Compliance with policy\n (4) If the Board formulates a policy under subsection (1), the Gallery must comply with the policy.\n (5) A failure to comply with the policy does not affect the validity of any transaction.\n Policy not a legislative instrument\n (6) A policy formulated under subsection (1) is not a legislative instrument.\n\n#### 47 Restrictions on financial transactions\n\n (1) The Gallery must not, without the written approval of the Minister:\n (a) acquire any portrait, another work of art or related material for a consideration exceeding in amount or value the amount prescribed by the regulations for the purposes of this paragraph; or\n (b) dispose of any portrait, another work of art or related material if the amount or value of the consideration for the disposal, or the value of the portrait, other work of art or related material, exceeds the amount prescribed by the regulations for the purposes of this paragraph; or\n (c) acquire any property, right or privilege, other than a portrait, another work of art or related material, for a consideration exceeding in amount or value the amount prescribed by the regulations for the purposes of this paragraph; or\n (d) dispose of any property, right or privilege, other than a portrait, another work of art or related material, if the amount or value of the consideration for the disposal, or the value of the property, right or privilege, exceeds the amount prescribed by the regulations for the purposes of this paragraph; or\n (e) enter into a contract for the construction of a building for the Gallery, being a contract under which the Gallery is to pay an amount exceeding the amount prescribed by the regulations for the purposes of this paragraph; or\n (f) enter into a lease of land for a period exceeding 10 years.\n (2) An approval under subsection (1) is not a legislative instrument.\n (3) Subsection (1) does not apply to a contract if the contract provides for the supply of a service to the Gallery for the day‑to‑day operations of the Gallery.\n (4) Subsection (1) does not apply to the following:\n (a) an investment acquired under subsection 46(3);\n (b) the disposal of such an investment.\n\n#### 48 Taxation\n\n The Gallery is not subject to taxation under a law of the Commonwealth or of a State or Territory.\n\n> Note: However, the Gallery may be subject to taxation under certain laws (see, for example, section 177‑5 of the A New Tax System (Goods and Services Tax) Act 1999 and section 66 of the Fringe Benefits Tax Assessment Act 1986).\n\n## Part 7—Other matters\n\n#### 49 Annual report\n\n The annual report prepared by the Board and given to the Minister under section 46 of the Public Governance, Performance and Accountability Act 2013 must include particulars of:\n (a) any land, buildings, structures or other improvements made available to the Gallery under section 9 of this Act during the period to which the report relates; and\n (b) any disposals of portraits, other works of art or related material under section 11 of this Act during that period.\n\n#### 50 Ministerial directions\n\n (1) The Minister may, by legislative instrument, give directions to the Board:\n (a) in relation to the performance of the functions, or the exercise of the powers, of the Gallery; or\n (b) requiring the provision of a report or advice on a matter that relates to any of the Gallery’s functions or powers.\n\n> Note: Section 42 (disallowance) and Part 4 of Chapter 3 (sunsetting) of the Legislation Act 2003 do not apply to the direction (see regulations made for the purposes of paragraphs 44(2)(b) and 54(2)(b) of that Act).\n\n (2) A direction of a kind covered by paragraph (1)(a) must be of a general nature only.\n (3) The Board must comply with a direction under subsection (1).\n\n#### 51 Delegation by the Minister\n\n (1) The Minister may, by writing, delegate any or all of his or her functions or powers under this Act to:\n (a) the Secretary of the Department; or\n (b) an SES employee, or acting SES employee, in the Department.\n\n> Note: The expressions SES employee and acting SES employee are defined in section 2B of the Acts Interpretation Act 1901.\n\n (2) However, subsection (1) does not apply to the Minister’s functions or powers under section 9, 16, 17, 21, 32, 39 or 50.\n (3) In performing any functions or exercising any powers under a delegation, the delegate must comply with any directions of the Minister.\n\n#### 52 Supply of liquor on Gallery premises\n\n (1) The regulations may make provision for and in relation to the sale, supply, disposal, possession or control of liquor on premises in the Australian Capital Territory owned by or under the control of the Gallery.\n (2) The law of the Australian Capital Territory relating to the sale, supply and disposal of liquor does not apply with respect to premises in respect of which regulations are in force under subsection (1).\n (3) In this section:\n\n> liquor means wine, spirits, ale, beer, porter, cider, perry or any liquid containing alcohol ordinarily used or fit for use as a beverage.\n\n#### 53 Control of Gallery land and buildings etc.\n\n (1) The regulations may make provision for and in relation to:\n (a) regulating, restricting or prohibiting the entry of persons onto any land, building or structure owned by or under the control of the Gallery; or\n (b) regulating the conduct of persons on any such land, building or structure; or\n (c) the removal of persons from any such land, building or structure.\n (2) A reference in this section to any land, building or structure owned by or under the control of the Gallery includes a reference to a part of any such land, building or structure.\n\n#### 54 Regulations\n\n (1) The Governor‑General may make regulations prescribing matters:\n (a) required or permitted by this Act to be prescribed; or\n (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.\n (2) Without limiting subsection (1), the regulations may prescribe penalties, not exceeding 50 penalty units, for offences against the regulations.","sortOrder":14},{"sectionNumber":"Division 1","sectionType":"division","heading":"The Board","content":"An Act to establish the National Portrait Gallery of Australia, and for related purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n This Act may be cited as the National Portrait Gallery of Australia Act 2012.\n\n#### 2 Commencement\n\n This Act commences on 1 July 2013.\n\n#### 3 Simplified outline\n\n The following is a simplified outline of this Act:\n\n• This Act establishes the National Portrait Gallery of Australia.\n\n• The Gallery has functions relating to keeping a national collection of portraits, other works of art and related material.\n\n• There is to be a Board and a Director of the Gallery.\n\n#### 4 Definitions\n\n In this Act:\n\n> Board means the Board of the National Portrait Gallery of Australia.\n\n> Board member means a member of the Board, and includes the Chair and Deputy Chair.\n\n> Chair means the Chair of the Board.\n\n> Deputy Chair means the Deputy Chair of the Board.\n\n> Director means the Director of the National Portrait Gallery of Australia.\n\n> Gallery means the National Portrait Gallery of Australia established by this Act.\n\n> national collection means the national collection referred to in paragraph 7(1)(a).\n\n#### 5 Extended geographic application of this Act\n\n (1) This Act extends to every external Territory.\n (2) This Act applies both within and outside Australia.\n\n## Part 2—The National Portrait Gallery of Australia\n\n#### 6 Establishment\n\n (1) The National Portrait Gallery of Australia is established by this section.\n (2) The Gallery:\n (a) is a body corporate; and\n (b) must have a seal; and\n (c) may acquire, hold and dispose of real and personal property; and\n (d) may sue and be sued.\n\n> Note: The Public Governance, Performance and Accountability Act 2013 applies to the Gallery. That Act deals with matters relating to corporate Commonwealth entities, including reporting and the use and management of public resources.\n\n (3) The Gallery’s seal is to be kept in such custody as the Board directs and must not be used except as authorised by the Board.\n\n#### 7 Functions\n\n (1) The functions of the Gallery are to:\n (a) develop, preserve, maintain, promote and provide access to a national collection consisting of:\n (i) portraits (including portraits that reflect the identity, history, diversity and culture of Australia); and\n (ii) other works of art; and\n (iii) related material; and\n (b) develop and engage a national audience in relation to:\n (i) that collection; and\n (ii) other portraits, works of art and related material that are, or that will be, in the possession of the Gallery;\n including through exhibitions, education, research, publications and public and online programs.\n (2) In performing its functions, the Gallery is, as far as practical, to:\n (a) use every endeavour to make the most advantageous use of the national collection in the national interest; and\n (b) promote the efficient, effective, economical and ethical use of public resources.\n Fees\n (3) The Gallery may charge fees for things done in performing its functions or for other services provided by the Gallery.\n (4) A fee must not be such as to amount to taxation.\n\n#### 8 Powers\n\n (1) The Gallery has power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (2) The Gallery’s powers include, but are not limited to, the following powers:\n (a) the power to enter into contracts;\n (b) the power to occupy, use and control any land, building, structure or other improvement made available to the Gallery under section 9;\n (c) the power to purchase or take on hire, to commission or produce, or to accept as a gift or on deposit or loan, portraits, other works of art or related material;\n (d) the power to make available (whether by hire, loan or otherwise) portraits, other works of art or related material;\n (e) the power to provide financial assistance to persons (whether by way of loan, grant, award or otherwise and whether on commercial terms or otherwise);\n (f) the power to accept gifts, devises, bequests and assignments (whether on trust or otherwise);\n (g) the power to act as trustee of money or other property vested in the Gallery on trust;\n (h) the power to do anything incidental to any of its functions.\n (3) Despite anything contained in this Act, any money or other property held by the Gallery on trust must be dealt with in accordance with the obligations of the Gallery as trustee of the trust.\n\n#### 9 Land etc. for the Gallery\n\n (1) The Minister may, by notice published in the Gazette, make available to the Gallery for the purposes of the Gallery:\n (a) such land owned by the Commonwealth as is specified in the notice; and\n (b) if there are buildings, structures or other improvements owned by the Commonwealth on that land—such of those buildings, structures or other improvements as are specified in the notice.\n (2) Subsection (1) has effect despite anything contained in the Lands Acquisition Act 1989.\n (3) A notice under subsection (1) is not a legislative instrument.\n\n#### 10 Transfer of works of art and related material\n\n At the request of the Board, the Minister may transfer or cause to be transferred to the Gallery, for inclusion in the national collection, portraits, other works of art or related material owned by the Commonwealth.\n\n#### 11 Disposal of works of art and related material\n\n (1) The Board may resolve that a portrait, another work of art or related material in the national collection be disposed of by sale, exchange, gift or destruction if the Board is satisfied that the portrait, other work of art or related material:\n (a) is unfit for that collection; or\n (b) is not required as part of that collection.\n (2) However, the Board must not resolve that a portrait, another work of art or related material be disposed of by way of destruction unless the Board is satisfied that the portrait, other work of art or related material has no saleable value.\n (3) If the Board has resolved, in accordance with this section, that a portrait, another work of art or related material be disposed of, the Gallery may dispose of that portrait, other work of art or related material accordingly.\n (4) Subsection (3) is subject to section 47 (about restrictions on financial transactions).\n\n#### 12 Gallery does not have privileges and immunities of the Crown\n\n The Gallery does not have the privileges and immunities of the Crown in right of the Commonwealth.\n\n## Part 3—The Board of the National Portrait Gallery of Australia\n\n### Division 1—The Board\n\n#### 13 Establishment\n\n The Board of the National Portrait Gallery of Australia is established by this section.\n\n#### 14 Role\n\n (1) The Board is responsible for ensuring the proper and efficient performance of the Gallery’s functions.\n (2) The Board has power to do all things necessary or convenient to be done for or in connection with the performance of its duties.\n (3) Anything done in the name of, or on behalf of, the Gallery by the Board, or with the authority of the Board, is taken to have been done by the Gallery.\n (4) If a function or power of the Gallery is dependent on the opinion, belief or state of mind of the Gallery in relation to a matter, the function or power may be performed or exercised upon the opinion, belief or state of mind of a person or body acting as mentioned in subsection (3) in relation to that matter.\n\n#### 15 Membership\n\n The Board consists of the following members:\n (a) the Chair of the Board;\n (b) the Deputy Chair of the Board;\n (c) not fewer than 3, and not more than 7, other members.\n\n#### 16 Appointment of Board members\n\n (1) The Board members are to be appointed by the Minister by written instrument.\n (2) A person must not be appointed as a Board member unless the Minister is satisfied that the person has knowledge or experience relevant to the affairs of the Gallery.\n (3) A Board member holds office on a part‑time basis.\n (4) A Board member holds office for the period specified in the instrument of appointment. The period must not exceed 3 years.\n\n> Note: For reappointment, see section 33AA of the Acts Interpretation Act 1901.\n\n (5) A person must not be appointed as a Board member for a period if the sum of the following exceeds 9 years:\n (a) that period;\n (b) any periods of previous appointment of the person as a Board member.\n (6) The performance of the functions, or the exercise of the powers, of the Board is not affected by reason only of the number of Board members falling below 5 (but not below 3) for a period of not more than 12 months.\n\n#### 17 Acting Board members\n\n Acting by operation of law\n (1) The Deputy Chair is to act as the Chair:\n (a) during a vacancy in the office of Chair (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Chair:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: For rules that apply to persons acting as the Chair, see section 33A of the Acts Interpretation Act 1901.\n\n Acting appointments\n (2) The Minister may, by written instrument, appoint a Board member to act as the Deputy Chair:\n (a) during a vacancy in the office of Deputy Chair (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Deputy Chair:\n (i) is acting as the Chair; or\n (ii) is absent from duty or from Australia; or\n (iii) is, for any reason, unable to perform the duties of the office.\n\n> Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901.\n\n (3) The Minister may, by written instrument, appoint a person to act as a Board member (other than the Chair or Deputy Chair):\n (a) during a vacancy in the office of a Board member (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when a Board member:\n (i) is acting as the Deputy Chair; or\n (ii) is absent from duty or from Australia; or\n (iii) is, for any reason, unable to perform the duties of the office.\n\n> Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901.\n\n#### 18 Remuneration\n\n (1) A Board member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the Board member is to be paid the remuneration that is prescribed by the regulations.\n (2) A Board member is to be paid the allowances that are prescribed by the regulations.\n (3) This section has effect subject to the Remuneration Tribunal Act 1973.\n\n#### 19 Leave of absence\n\n (1) The Minister may grant the Chair leave of absence on the terms and conditions that the Minister determines.\n (2) The Chair may grant leave of absence to any other Board member on the terms and conditions that the Chair determines.\n (3) The Chair must notify the Minister if the Chair grants to a Board member leave of absence for a period that exceeds 4 months.\n\n#### 20 Resignation\n\n (1) A Board member may resign his or her appointment by giving the Minister a written resignation.\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n#### 21 Termination of appointment\n\n (1) The Minister may terminate the appointment of a Board member:\n (a) for misbehaviour; or\n (b) if the Board member is unable to perform the duties of his or her office because of physical or mental incapacity.\n (2) The Minister must terminate the appointment of a Board member if:\n (a) the Board member:\n (i) becomes bankrupt; or\n (ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or\n (iii) compounds with his or her creditors; or\n (iv) makes an assignment of his or her remuneration for the benefit of his or her creditors; or\n (b) the Board member is absent, except on leave of absence, from 3 consecutive meetings of the Board.\n\n> Note: The appointment of a Board member may also be terminated under section 30 of the Public Governance, Performance and Accountability Act 2013 (which deals with terminating the appointment of an accountable authority, or a member of an accountable authority, for contravening general duties of officials).\n\n#### 22 Other terms and conditions\n\n A Board member holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the Minister.\n\n### Division 2—Procedures of the Board\n\n#### 23 Convening of meetings\n\n (1) The Chair must convene such meetings of the Board as are, in his or her opinion, necessary for the efficient conduct of its affairs.\n (2) The Chair must convene at least 2 meetings of the Board each calendar year.\n (3) The Chair must convene a meeting of the Board if directed to do so by the Minister.\n (4) The Chair must, on receipt of a written request signed by a majority of the current Board members, convene a meeting of the Board.\n\n#### 24 Quorum\n\n (1) The quorum for a meeting of the Board is a majority of the current Board members.\n (2) However, if:\n (a) a Board member is required by rules made for the purposes of section 29 of the Public Governance, Performance and Accountability Act 2013 not to be present during the deliberations, or to take part in any decision, of the Board with respect to a particular matter; and\n (b) when the Board member leaves the meeting concerned there is no longer a quorum present;\n then those remaining Board members constitute a quorum for the purposes of any deliberation or decision at that meeting with respect to that matter.\n\n#### 25 Presiding at meetings\n\n (1) The Chair must preside at all meetings of the Board at which he or she is present.\n (2) If the Chair is not present at a meeting of the Board, the Deputy Chair, if present, must preside at the meeting.\n (3) If neither the Chair nor the Deputy Chair is present at a meeting of the Board, the Board members present must elect one of their number to preside at the meeting.\n\n#### 26 Voting at meetings\n\n (1) At a meeting of the Board, a question is decided by a majority of the votes of Board members present and voting.\n (2) The Board member presiding at the meeting has:\n (a) a deliberative vote; and\n (b) in the event of an equality of votes, a casting vote.\n\n#### 27 Minutes\n\n The Board must keep minutes of its meetings.\n\n#### 28 Conduct of meetings\n\n Subject to this Act and the Public Governance, Performance and Accountability Act 2013, the Board may regulate the conduct of its meetings as it thinks fit.\n\n> Note: Section 33B of the Acts Interpretation Act 1901 contains further information about the ways in which Board members may participate in meetings.\n\n#### 29 Decisions without meetings\n\n (1) The Board is taken to have made a decision at a meeting if:\n (a) without meeting, a majority of the current Board members entitled to vote on the proposed decision indicate agreement with the decision; and\n (b) that agreement is indicated in accordance with the method determined by the Board under subsection (2); and\n (c) all the current Board members were informed of the proposed decision, or reasonable efforts were made to inform all the current Board members of the proposed decision.\n (2) Subsection (1) does not apply unless the Board:\n (a) has determined that it may make decisions of that kind without meeting; and\n (b) has determined the method by which Board members are to indicate agreement with proposed decisions.\n (3) For the purposes of paragraph (1)(a), a Board member is not entitled to vote on a proposed decision if the Board member would not have been entitled to vote on that proposal if the matter had been considered at a meeting of the Board.\n (4) The Board must keep a record of decisions made in accordance with this section.\n\n#### 29A Delegation by the Board\n\n (1) The Board may, in writing, delegate its powers under section 11 to:\n (a) the Director; or\n (b) a Board member; or\n (c) an SES employee, or acting SES employee, of the Gallery.\n\n> Note: Sections 34AA to 34A of the Acts Interpretation Act 1901 contain provisions relating to delegations.\n\n (2) In exercising a delegated power, the delegate must comply with any written directions of the Board.\n (3) The delegation continues in force despite a change in the membership of the Board.\n (4) The delegation may be varied or revoked by the Board (whether or not there has been a change in the membership of the Board).\n\n## Part 4—Director, staff and consultants\n\n### Division 1—Director\n\n#### 30 Establishment\n\n There is to be a Director of the National Portrait Gallery of Australia.\n\n#### 31 Role\n\n (1) The Director is responsible for the day‑to‑day administration of the Gallery.\n (2) The Director has power to do all things necessary or convenient to be done for or in connection with the performance of his or her duties.\n Board policies and directions\n (3) The Director is to act in accordance with any policies determined, and any directions given, by the Board.\n (4) Subsection (3) does not apply in relation to the Director’s performance of functions, or exercise of powers, under the Public Service Act 1999.\n (5) If a policy or direction under subsection (3) is in writing, the policy or direction is not a legislative instrument.\n\n#### 32 Appointment of Director\n\n (1) The Director is to be appointed:\n (a) in the case of the first appointment of the Director—by the Minister; or\n (b) otherwise—by the Board.\n (2) However, the Board must not appoint a person as the Director unless the Minister agrees in writing to the appointment.\n (3) An appointment is to be made by written instrument.\n (4) The Director holds office on a full‑time basis.\n (5) The Director holds office for the period specified in the instrument of appointment. The period must not exceed 5 years.\n\n> Note: For reappointment, see section 33AA of the Acts Interpretation Act 1901.\n\n (6) The Director must not be a Board member.\n\n#### 33 Acting appointments\n\n (1) The Board may, by written instrument, appoint a person to act as the Director:\n (a) during a vacancy in the office of the Director (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Director:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901.\n\n (2) However, the Board must not appoint a person to act as the Director unless the Minister agrees in writing to the appointment.\n\n#### 34 Other employment\n\n (1) The Director must not engage in paid employment outside the duties of the Director’s office without the Chair’s approval.\n (2) The Chair must notify the Minister of any approval given under subsection (1).\n\n#### 35 Remuneration\n\n (1) The Director is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the Director is to be paid the remuneration that is prescribed by the regulations.\n (2) The Director is to be paid the allowances that are prescribed by the regulations.\n (3) This section has effect subject to the Remuneration Tribunal Act 1973.\n\n#### 36 Leave\n\n (1) The Director has the recreation leave entitlements that are determined by the Remuneration Tribunal.\n (2) The Chair may grant the Director leave of absence, other than recreation leave, on the terms and conditions as to remuneration or otherwise that the Chair determines.\n (3) The Chair must consult the Minister before granting the Director leave of absence for a period that exceeds 1 month.\n\n#### 37 Disclosure of interests\n\n (1) A disclosure by the Director under section 29 of the Public Governance, Performance and Accountability Act 2013 (which deals with the duty to disclose interests) must be made to the Minister and the Board.\n (2) Subsection (1) applies in addition to any rules made for the purposes of that section.\n (3) For the purposes of this Act and the Public Governance, Performance and Accountability Act 2013, the Director is taken not to have complied with section 29 of that Act if the Director does not comply with subsection (1) of this section.\n\n#### 38 Resignation\n\n (1) The Director may resign his or her appointment by giving the Chair a written resignation.\n (2) The resignation takes effect on the day it is received by the Chair or, if a later day is specified in the resignation, on that later day.\n (3) If the Director resigns under this section, the Chair must notify the Minister of the resignation.\n\n#### 39 Termination of appointment\n\n (1) The Board may terminate the appointment of the Director:\n (a) for misbehaviour; or\n (b) if the Director is unable to perform the duties of his or her office because of physical or mental incapacity; or\n (c) if the Director:\n (i) becomes bankrupt; or\n (ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or\n (iii) compounds with his or her creditors; or\n (iv) makes an assignment of his or her remuneration for the benefit of his or her creditors; or\n (d) if the Director is absent, except on leave of absence, for 14 consecutive days or for 28 days in any 12 months; or\n (e) if the Director engages, except with the Chair’s approval, in paid employment outside the duties of his or her office (see section 34); or\n (f) if the Director fails, without reasonable excuse, to comply with section 29 of the Public Governance, Performance and Accountability Act 2013 (which deals with the duty to disclose interests) or rules made for the purposes of that section.\n (2) However, the Board must not terminate the appointment of the Director unless the Minister agrees in writing to the termination.\n\n#### 40 Other terms and conditions\n\n The Director holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the Board.\n\n### Division 2—Staff and consultants\n\n#### 41 Staff\n\n (1) The staff of the National Portrait Gallery of Australia must be persons engaged under the Public Service Act 1999.\n (2) For the purposes of the Public Service Act 1999:\n (a) the Director and the staff of the Gallery together constitute a Statutory Agency; and\n (b) the Director is the Head of that Statutory Agency.\n\n#### 42 Services of other persons may be made available to the Gallery\n\n (1) The Gallery may arrange with an Agency Head (within the meaning of the Public Service Act 1999), or with a body established for a public purpose by a law of the Commonwealth, for the services of officers or employees of the Agency or body to be made available to the Gallery.\n (2) The Gallery may enter into an arrangement with the appropriate authority of a State or Territory for the services of officers or employees of the Public Service of the State or Territory, or of a State or Territory statutory authority, to be made available to the Gallery.\n\n#### 43 Consultants\n\n The Gallery may engage consultants to assist in the performance of its functions.\n\n## Part 6—Finance\n\n#### 45 Money payable to the Gallery\n\n (1) There is payable to the Gallery such money as is appropriated by the Parliament for the purposes of the Gallery.\n (2) The Finance Minister may give directions about the amounts in which, and the times at which, money payable under subsection (1) is to be paid to the Gallery.\n (3) If a direction under subsection (2) is given in writing, the direction is not a legislative instrument.\n (4) In this section:\n\n> Finance Minister means the Minister administering the Public Governance, Performance and Accountability Act 2013.\n\n#### 46 Application of money by the Gallery\n\n (1) The money of the Gallery is to be applied only:\n (a) in payment or discharge of the costs, expenses and other obligations incurred or undertaken by the Gallery in the performance of its functions and the exercise of its powers; and\n (b) in payment of any remuneration or allowances payable under this Act.\n (2) Subsection (1) does not prevent investment, under subsection (3) of this section or section 59 of the Public Governance, Performance and Accountability Act 2013, of money that is not immediately required for the purposes of the Gallery.\n (3) In addition to investments authorised by section 59 of the Public Governance, Performance and Accountability Act 2013, the Gallery may invest the following in any other form of investment:\n (a) money accepted as a gift or bequest to the Gallery;\n (b) money that the Gallery receives from the disposal of property given, devised, bequeathed or assigned to the Gallery by a person other than the Commonwealth;\n (c) income received from an investment made under this subsection or from the disposal of such an investment.\n\n> Note: See subsection 8(3) for obligations of the Gallery as trustee of a trust.\n\n (4) An investment under subsection (3), or the disposal of such an investment, must be in accordance with a policy in force under section 46A.\n\n#### 46A Investment policy\n\n (1) The Board may formulate a written policy in relation to the following matters:\n (a) the investment strategy of the Gallery;\n (b) benchmarks and standards for assessing the performance of the Gallery’s investments;\n (c) risk management for the Gallery’s investments.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n Publication of policy\n (2) If the Board formulates a policy under subsection (1), the Board must cause a copy of the policy to be published on the Gallery’s website.\n Review of policy\n (3) If the Board formulates a policy under subsection (1), the Board must conduct periodic reviews of the policy.\n Compliance with policy\n (4) If the Board formulates a policy under subsection (1), the Gallery must comply with the policy.\n (5) A failure to comply with the policy does not affect the validity of any transaction.\n Policy not a legislative instrument\n (6) A policy formulated under subsection (1) is not a legislative instrument.\n\n#### 47 Restrictions on financial transactions\n\n (1) The Gallery must not, without the written approval of the Minister:\n (a) acquire any portrait, another work of art or related material for a consideration exceeding in amount or value the amount prescribed by the regulations for the purposes of this paragraph; or\n (b) dispose of any portrait, another work of art or related material if the amount or value of the consideration for the disposal, or the value of the portrait, other work of art or related material, exceeds the amount prescribed by the regulations for the purposes of this paragraph; or\n (c) acquire any property, right or privilege, other than a portrait, another work of art or related material, for a consideration exceeding in amount or value the amount prescribed by the regulations for the purposes of this paragraph; or\n (d) dispose of any property, right or privilege, other than a portrait, another work of art or related material, if the amount or value of the consideration for the disposal, or the value of the property, right or privilege, exceeds the amount prescribed by the regulations for the purposes of this paragraph; or\n (e) enter into a contract for the construction of a building for the Gallery, being a contract under which the Gallery is to pay an amount exceeding the amount prescribed by the regulations for the purposes of this paragraph; or\n (f) enter into a lease of land for a period exceeding 10 years.\n (2) An approval under subsection (1) is not a legislative instrument.\n (3) Subsection (1) does not apply to a contract if the contract provides for the supply of a service to the Gallery for the day‑to‑day operations of the Gallery.\n (4) Subsection (1) does not apply to the following:\n (a) an investment acquired under subsection 46(3);\n (b) the disposal of such an investment.\n\n#### 48 Taxation\n\n The Gallery is not subject to taxation under a law of the Commonwealth or of a State or Territory.\n\n> Note: However, the Gallery may be subject to taxation under certain laws (see, for example, section 177‑5 of the A New Tax System (Goods and Services Tax) Act 1999 and section 66 of the Fringe Benefits Tax Assessment Act 1986).\n\n## Part 7—Other matters\n\n#### 49 Annual report\n\n The annual report prepared by the Board and given to the Minister under section 46 of the Public Governance, Performance and Accountability Act 2013 must include particulars of:\n (a) any land, buildings, structures or other improvements made available to the Gallery under section 9 of this Act during the period to which the report relates; and\n (b) any disposals of portraits, other works of art or related material under section 11 of this Act during that period.\n\n#### 50 Ministerial directions\n\n (1) The Minister may, by legislative instrument, give directions to the Board:\n (a) in relation to the performance of the functions, or the exercise of the powers, of the Gallery; or\n (b) requiring the provision of a report or advice on a matter that relates to any of the Gallery’s functions or powers.\n\n> Note: Section 42 (disallowance) and Part 4 of Chapter 3 (sunsetting) of the Legislation Act 2003 do not apply to the direction (see regulations made for the purposes of paragraphs 44(2)(b) and 54(2)(b) of that Act).\n\n (2) A direction of a kind covered by paragraph (1)(a) must be of a general nature only.\n (3) The Board must comply with a direction under subsection (1).\n\n#### 51 Delegation by the Minister\n\n (1) The Minister may, by writing, delegate any or all of his or her functions or powers under this Act to:\n (a) the Secretary of the Department; or\n (b) an SES employee, or acting SES employee, in the Department.\n\n> Note: The expressions SES employee and acting SES employee are defined in section 2B of the Acts Interpretation Act 1901.\n\n (2) However, subsection (1) does not apply to the Minister’s functions or powers under section 9, 16, 17, 21, 32, 39 or 50.\n (3) In performing any functions or exercising any powers under a delegation, the delegate must comply with any directions of the Minister.\n\n#### 52 Supply of liquor on Gallery premises\n\n (1) The regulations may make provision for and in relation to the sale, supply, disposal, possession or control of liquor on premises in the Australian Capital Territory owned by or under the control of the Gallery.\n (2) The law of the Australian Capital Territory relating to the sale, supply and disposal of liquor does not apply with respect to premises in respect of which regulations are in force under subsection (1).\n (3) In this section:\n\n> liquor means wine, spirits, ale, beer, porter, cider, perry or any liquid containing alcohol ordinarily used or fit for use as a beverage.\n\n#### 53 Control of Gallery land and buildings etc.\n\n (1) The regulations may make provision for and in relation to:\n (a) regulating, restricting or prohibiting the entry of persons onto any land, building or structure owned by or under the control of the Gallery; or\n (b) regulating the conduct of persons on any such land, building or structure; or\n (c) the removal of persons from any such land, building or structure.\n (2) A reference in this section to any land, building or structure owned by or under the control of the Gallery includes a reference to a part of any such land, building or structure.\n\n#### 54 Regulations\n\n (1) The Governor‑General may make regulations prescribing matters:\n (a) required or permitted by this Act to be prescribed; or\n (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.\n (2) Without limiting subsection (1), the regulations may prescribe penalties, not exceeding 50 penalty units, for offences against the regulations.","sortOrder":15},{"sectionNumber":"13","sectionType":"section","heading":"Establishment","content":"#### 13 Establishment\n\n The Board of the National Portrait Gallery of Australia is established by this section.","sortOrder":16},{"sectionNumber":"14","sectionType":"section","heading":"Role","content":"#### 14 Role\n\n (1) The Board is responsible for ensuring the proper and efficient performance of the Gallery’s functions.\n (2) The Board has power to do all things necessary or convenient to be done for or in connection with the performance of its duties.\n (3) Anything done in the name of, or on behalf of, the Gallery by the Board, or with the authority of the Board, is taken to have been done by the Gallery.\n (4) If a function or power of the Gallery is dependent on the opinion, belief or state of mind of the Gallery in relation to a matter, the function or power may be performed or exercised upon the opinion, belief or state of mind of a person or body acting as mentioned in subsection (3) in relation to that matter.","sortOrder":17},{"sectionNumber":"15","sectionType":"section","heading":"Membership","content":"#### 15 Membership\n\n The Board consists of the following members:\n (a) the Chair of the Board;\n (b) the Deputy Chair of the Board;\n (c) not fewer than 3, and not more than 7, other members.","sortOrder":18},{"sectionNumber":"16","sectionType":"section","heading":"Appointment of Board members","content":"#### 16 Appointment of Board members\n\n (1) The Board members are to be appointed by the Minister by written instrument.\n (2) A person must not be appointed as a Board member unless the Minister is satisfied that the person has knowledge or experience relevant to the affairs of the Gallery.\n (3) A Board member holds office on a part‑time basis.\n (4) A Board member holds office for the period specified in the instrument of appointment. The period must not exceed 3 years.\n\n> Note: For reappointment, see section 33AA of the Acts Interpretation Act 1901.\n\n (5) A person must not be appointed as a Board member for a period if the sum of the following exceeds 9 years:\n (a) that period;\n (b) any periods of previous appointment of the person as a Board member.\n (6) The performance of the functions, or the exercise of the powers, of the Board is not affected by reason only of the number of Board members falling below 5 (but not below 3) for a period of not more than 12 months.","sortOrder":19},{"sectionNumber":"17","sectionType":"section","heading":"Acting Board members","content":"#### 17 Acting Board members\n\n Acting by operation of law\n (1) The Deputy Chair is to act as the Chair:\n (a) during a vacancy in the office of Chair (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Chair:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: For rules that apply to persons acting as the Chair, see section 33A of the Acts Interpretation Act 1901.\n\n Acting appointments\n (2) The Minister may, by written instrument, appoint a Board member to act as the Deputy Chair:\n (a) during a vacancy in the office of Deputy Chair (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Deputy Chair:\n (i) is acting as the Chair; or\n (ii) is absent from duty or from Australia; or\n (iii) is, for any reason, unable to perform the duties of the office.\n\n> Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901.\n\n (3) The Minister may, by written instrument, appoint a person to act as a Board member (other than the Chair or Deputy Chair):\n (a) during a vacancy in the office of a Board member (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when a Board member:\n (i) is acting as the Deputy Chair; or\n (ii) is absent from duty or from Australia; or\n (iii) is, for any reason, unable to perform the duties of the office.\n\n> Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901.","sortOrder":20},{"sectionNumber":"18","sectionType":"section","heading":"Remuneration","content":"#### 18 Remuneration\n\n (1) A Board member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the Board member is to be paid the remuneration that is prescribed by the regulations.\n (2) A Board member is to be paid the allowances that are prescribed by the regulations.\n (3) This section has effect subject to the Remuneration Tribunal Act 1973.","sortOrder":21},{"sectionNumber":"19","sectionType":"section","heading":"Leave of absence","content":"#### 19 Leave of absence\n\n (1) The Minister may grant the Chair leave of absence on the terms and conditions that the Minister determines.\n (2) The Chair may grant leave of absence to any other Board member on the terms and conditions that the Chair determines.\n (3) The Chair must notify the Minister if the Chair grants to a Board member leave of absence for a period that exceeds 4 months.","sortOrder":22},{"sectionNumber":"20","sectionType":"section","heading":"Resignation","content":"#### 20 Resignation\n\n (1) A Board member may resign his or her appointment by giving the Minister a written resignation.\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.","sortOrder":23},{"sectionNumber":"21","sectionType":"section","heading":"Termination of appointment","content":"#### 21 Termination of appointment\n\n (1) The Minister may terminate the appointment of a Board member:\n (a) for misbehaviour; or\n (b) if the Board member is unable to perform the duties of his or her office because of physical or mental incapacity.\n (2) The Minister must terminate the appointment of a Board member if:\n (a) the Board member:\n (i) becomes bankrupt; or\n (ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or\n (iii) compounds with his or her creditors; or\n (iv) makes an assignment of his or her remuneration for the benefit of his or her creditors; or\n (b) the Board member is absent, except on leave of absence, from 3 consecutive meetings of the Board.\n\n> Note: The appointment of a Board member may also be terminated under section 30 of the Public Governance, Performance and Accountability Act 2013 (which deals with terminating the appointment of an accountable authority, or a member of an accountable authority, for contravening general duties of officials).","sortOrder":24},{"sectionNumber":"22","sectionType":"section","heading":"Other terms and conditions","content":"#### 22 Other terms and conditions\n\n A Board member holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the Minister.","sortOrder":25},{"sectionNumber":"Division 2","sectionType":"division","heading":"Procedures of the Board","content":"An Act to establish the National Portrait Gallery of Australia, and for related purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n This Act may be cited as the National Portrait Gallery of Australia Act 2012.\n\n#### 2 Commencement\n\n This Act commences on 1 July 2013.\n\n#### 3 Simplified outline\n\n The following is a simplified outline of this Act:\n\n• This Act establishes the National Portrait Gallery of Australia.\n\n• The Gallery has functions relating to keeping a national collection of portraits, other works of art and related material.\n\n• There is to be a Board and a Director of the Gallery.\n\n#### 4 Definitions\n\n In this Act:\n\n> Board means the Board of the National Portrait Gallery of Australia.\n\n> Board member means a member of the Board, and includes the Chair and Deputy Chair.\n\n> Chair means the Chair of the Board.\n\n> Deputy Chair means the Deputy Chair of the Board.\n\n> Director means the Director of the National Portrait Gallery of Australia.\n\n> Gallery means the National Portrait Gallery of Australia established by this Act.\n\n> national collection means the national collection referred to in paragraph 7(1)(a).\n\n#### 5 Extended geographic application of this Act\n\n (1) This Act extends to every external Territory.\n (2) This Act applies both within and outside Australia.\n\n## Part 2—The National Portrait Gallery of Australia\n\n#### 6 Establishment\n\n (1) The National Portrait Gallery of Australia is established by this section.\n (2) The Gallery:\n (a) is a body corporate; and\n (b) must have a seal; and\n (c) may acquire, hold and dispose of real and personal property; and\n (d) may sue and be sued.\n\n> Note: The Public Governance, Performance and Accountability Act 2013 applies to the Gallery. That Act deals with matters relating to corporate Commonwealth entities, including reporting and the use and management of public resources.\n\n (3) The Gallery’s seal is to be kept in such custody as the Board directs and must not be used except as authorised by the Board.\n\n#### 7 Functions\n\n (1) The functions of the Gallery are to:\n (a) develop, preserve, maintain, promote and provide access to a national collection consisting of:\n (i) portraits (including portraits that reflect the identity, history, diversity and culture of Australia); and\n (ii) other works of art; and\n (iii) related material; and\n (b) develop and engage a national audience in relation to:\n (i) that collection; and\n (ii) other portraits, works of art and related material that are, or that will be, in the possession of the Gallery;\n including through exhibitions, education, research, publications and public and online programs.\n (2) In performing its functions, the Gallery is, as far as practical, to:\n (a) use every endeavour to make the most advantageous use of the national collection in the national interest; and\n (b) promote the efficient, effective, economical and ethical use of public resources.\n Fees\n (3) The Gallery may charge fees for things done in performing its functions or for other services provided by the Gallery.\n (4) A fee must not be such as to amount to taxation.\n\n#### 8 Powers\n\n (1) The Gallery has power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (2) The Gallery’s powers include, but are not limited to, the following powers:\n (a) the power to enter into contracts;\n (b) the power to occupy, use and control any land, building, structure or other improvement made available to the Gallery under section 9;\n (c) the power to purchase or take on hire, to commission or produce, or to accept as a gift or on deposit or loan, portraits, other works of art or related material;\n (d) the power to make available (whether by hire, loan or otherwise) portraits, other works of art or related material;\n (e) the power to provide financial assistance to persons (whether by way of loan, grant, award or otherwise and whether on commercial terms or otherwise);\n (f) the power to accept gifts, devises, bequests and assignments (whether on trust or otherwise);\n (g) the power to act as trustee of money or other property vested in the Gallery on trust;\n (h) the power to do anything incidental to any of its functions.\n (3) Despite anything contained in this Act, any money or other property held by the Gallery on trust must be dealt with in accordance with the obligations of the Gallery as trustee of the trust.\n\n#### 9 Land etc. for the Gallery\n\n (1) The Minister may, by notice published in the Gazette, make available to the Gallery for the purposes of the Gallery:\n (a) such land owned by the Commonwealth as is specified in the notice; and\n (b) if there are buildings, structures or other improvements owned by the Commonwealth on that land—such of those buildings, structures or other improvements as are specified in the notice.\n (2) Subsection (1) has effect despite anything contained in the Lands Acquisition Act 1989.\n (3) A notice under subsection (1) is not a legislative instrument.\n\n#### 10 Transfer of works of art and related material\n\n At the request of the Board, the Minister may transfer or cause to be transferred to the Gallery, for inclusion in the national collection, portraits, other works of art or related material owned by the Commonwealth.\n\n#### 11 Disposal of works of art and related material\n\n (1) The Board may resolve that a portrait, another work of art or related material in the national collection be disposed of by sale, exchange, gift or destruction if the Board is satisfied that the portrait, other work of art or related material:\n (a) is unfit for that collection; or\n (b) is not required as part of that collection.\n (2) However, the Board must not resolve that a portrait, another work of art or related material be disposed of by way of destruction unless the Board is satisfied that the portrait, other work of art or related material has no saleable value.\n (3) If the Board has resolved, in accordance with this section, that a portrait, another work of art or related material be disposed of, the Gallery may dispose of that portrait, other work of art or related material accordingly.\n (4) Subsection (3) is subject to section 47 (about restrictions on financial transactions).\n\n#### 12 Gallery does not have privileges and immunities of the Crown\n\n The Gallery does not have the privileges and immunities of the Crown in right of the Commonwealth.\n\n## Part 3—The Board of the National Portrait Gallery of Australia\n\n### Division 1—The Board\n\n#### 13 Establishment\n\n The Board of the National Portrait Gallery of Australia is established by this section.\n\n#### 14 Role\n\n (1) The Board is responsible for ensuring the proper and efficient performance of the Gallery’s functions.\n (2) The Board has power to do all things necessary or convenient to be done for or in connection with the performance of its duties.\n (3) Anything done in the name of, or on behalf of, the Gallery by the Board, or with the authority of the Board, is taken to have been done by the Gallery.\n (4) If a function or power of the Gallery is dependent on the opinion, belief or state of mind of the Gallery in relation to a matter, the function or power may be performed or exercised upon the opinion, belief or state of mind of a person or body acting as mentioned in subsection (3) in relation to that matter.\n\n#### 15 Membership\n\n The Board consists of the following members:\n (a) the Chair of the Board;\n (b) the Deputy Chair of the Board;\n (c) not fewer than 3, and not more than 7, other members.\n\n#### 16 Appointment of Board members\n\n (1) The Board members are to be appointed by the Minister by written instrument.\n (2) A person must not be appointed as a Board member unless the Minister is satisfied that the person has knowledge or experience relevant to the affairs of the Gallery.\n (3) A Board member holds office on a part‑time basis.\n (4) A Board member holds office for the period specified in the instrument of appointment. The period must not exceed 3 years.\n\n> Note: For reappointment, see section 33AA of the Acts Interpretation Act 1901.\n\n (5) A person must not be appointed as a Board member for a period if the sum of the following exceeds 9 years:\n (a) that period;\n (b) any periods of previous appointment of the person as a Board member.\n (6) The performance of the functions, or the exercise of the powers, of the Board is not affected by reason only of the number of Board members falling below 5 (but not below 3) for a period of not more than 12 months.\n\n#### 17 Acting Board members\n\n Acting by operation of law\n (1) The Deputy Chair is to act as the Chair:\n (a) during a vacancy in the office of Chair (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Chair:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: For rules that apply to persons acting as the Chair, see section 33A of the Acts Interpretation Act 1901.\n\n Acting appointments\n (2) The Minister may, by written instrument, appoint a Board member to act as the Deputy Chair:\n (a) during a vacancy in the office of Deputy Chair (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Deputy Chair:\n (i) is acting as the Chair; or\n (ii) is absent from duty or from Australia; or\n (iii) is, for any reason, unable to perform the duties of the office.\n\n> Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901.\n\n (3) The Minister may, by written instrument, appoint a person to act as a Board member (other than the Chair or Deputy Chair):\n (a) during a vacancy in the office of a Board member (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when a Board member:\n (i) is acting as the Deputy Chair; or\n (ii) is absent from duty or from Australia; or\n (iii) is, for any reason, unable to perform the duties of the office.\n\n> Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901.\n\n#### 18 Remuneration\n\n (1) A Board member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the Board member is to be paid the remuneration that is prescribed by the regulations.\n (2) A Board member is to be paid the allowances that are prescribed by the regulations.\n (3) This section has effect subject to the Remuneration Tribunal Act 1973.\n\n#### 19 Leave of absence\n\n (1) The Minister may grant the Chair leave of absence on the terms and conditions that the Minister determines.\n (2) The Chair may grant leave of absence to any other Board member on the terms and conditions that the Chair determines.\n (3) The Chair must notify the Minister if the Chair grants to a Board member leave of absence for a period that exceeds 4 months.\n\n#### 20 Resignation\n\n (1) A Board member may resign his or her appointment by giving the Minister a written resignation.\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n#### 21 Termination of appointment\n\n (1) The Minister may terminate the appointment of a Board member:\n (a) for misbehaviour; or\n (b) if the Board member is unable to perform the duties of his or her office because of physical or mental incapacity.\n (2) The Minister must terminate the appointment of a Board member if:\n (a) the Board member:\n (i) becomes bankrupt; or\n (ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or\n (iii) compounds with his or her creditors; or\n (iv) makes an assignment of his or her remuneration for the benefit of his or her creditors; or\n (b) the Board member is absent, except on leave of absence, from 3 consecutive meetings of the Board.\n\n> Note: The appointment of a Board member may also be terminated under section 30 of the Public Governance, Performance and Accountability Act 2013 (which deals with terminating the appointment of an accountable authority, or a member of an accountable authority, for contravening general duties of officials).\n\n#### 22 Other terms and conditions\n\n A Board member holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the Minister.\n\n### Division 2—Procedures of the Board\n\n#### 23 Convening of meetings\n\n (1) The Chair must convene such meetings of the Board as are, in his or her opinion, necessary for the efficient conduct of its affairs.\n (2) The Chair must convene at least 2 meetings of the Board each calendar year.\n (3) The Chair must convene a meeting of the Board if directed to do so by the Minister.\n (4) The Chair must, on receipt of a written request signed by a majority of the current Board members, convene a meeting of the Board.\n\n#### 24 Quorum\n\n (1) The quorum for a meeting of the Board is a majority of the current Board members.\n (2) However, if:\n (a) a Board member is required by rules made for the purposes of section 29 of the Public Governance, Performance and Accountability Act 2013 not to be present during the deliberations, or to take part in any decision, of the Board with respect to a particular matter; and\n (b) when the Board member leaves the meeting concerned there is no longer a quorum present;\n then those remaining Board members constitute a quorum for the purposes of any deliberation or decision at that meeting with respect to that matter.\n\n#### 25 Presiding at meetings\n\n (1) The Chair must preside at all meetings of the Board at which he or she is present.\n (2) If the Chair is not present at a meeting of the Board, the Deputy Chair, if present, must preside at the meeting.\n (3) If neither the Chair nor the Deputy Chair is present at a meeting of the Board, the Board members present must elect one of their number to preside at the meeting.\n\n#### 26 Voting at meetings\n\n (1) At a meeting of the Board, a question is decided by a majority of the votes of Board members present and voting.\n (2) The Board member presiding at the meeting has:\n (a) a deliberative vote; and\n (b) in the event of an equality of votes, a casting vote.\n\n#### 27 Minutes\n\n The Board must keep minutes of its meetings.\n\n#### 28 Conduct of meetings\n\n Subject to this Act and the Public Governance, Performance and Accountability Act 2013, the Board may regulate the conduct of its meetings as it thinks fit.\n\n> Note: Section 33B of the Acts Interpretation Act 1901 contains further information about the ways in which Board members may participate in meetings.\n\n#### 29 Decisions without meetings\n\n (1) The Board is taken to have made a decision at a meeting if:\n (a) without meeting, a majority of the current Board members entitled to vote on the proposed decision indicate agreement with the decision; and\n (b) that agreement is indicated in accordance with the method determined by the Board under subsection (2); and\n (c) all the current Board members were informed of the proposed decision, or reasonable efforts were made to inform all the current Board members of the proposed decision.\n (2) Subsection (1) does not apply unless the Board:\n (a) has determined that it may make decisions of that kind without meeting; and\n (b) has determined the method by which Board members are to indicate agreement with proposed decisions.\n (3) For the purposes of paragraph (1)(a), a Board member is not entitled to vote on a proposed decision if the Board member would not have been entitled to vote on that proposal if the matter had been considered at a meeting of the Board.\n (4) The Board must keep a record of decisions made in accordance with this section.\n\n#### 29A Delegation by the Board\n\n (1) The Board may, in writing, delegate its powers under section 11 to:\n (a) the Director; or\n (b) a Board member; or\n (c) an SES employee, or acting SES employee, of the Gallery.\n\n> Note: Sections 34AA to 34A of the Acts Interpretation Act 1901 contain provisions relating to delegations.\n\n (2) In exercising a delegated power, the delegate must comply with any written directions of the Board.\n (3) The delegation continues in force despite a change in the membership of the Board.\n (4) The delegation may be varied or revoked by the Board (whether or not there has been a change in the membership of the Board).\n\n## Part 4—Director, staff and consultants\n\n### Division 1—Director\n\n#### 30 Establishment\n\n There is to be a Director of the National Portrait Gallery of Australia.\n\n#### 31 Role\n\n (1) The Director is responsible for the day‑to‑day administration of the Gallery.\n (2) The Director has power to do all things necessary or convenient to be done for or in connection with the performance of his or her duties.\n Board policies and directions\n (3) The Director is to act in accordance with any policies determined, and any directions given, by the Board.\n (4) Subsection (3) does not apply in relation to the Director’s performance of functions, or exercise of powers, under the Public Service Act 1999.\n (5) If a policy or direction under subsection (3) is in writing, the policy or direction is not a legislative instrument.\n\n#### 32 Appointment of Director\n\n (1) The Director is to be appointed:\n (a) in the case of the first appointment of the Director—by the Minister; or\n (b) otherwise—by the Board.\n (2) However, the Board must not appoint a person as the Director unless the Minister agrees in writing to the appointment.\n (3) An appointment is to be made by written instrument.\n (4) The Director holds office on a full‑time basis.\n (5) The Director holds office for the period specified in the instrument of appointment. The period must not exceed 5 years.\n\n> Note: For reappointment, see section 33AA of the Acts Interpretation Act 1901.\n\n (6) The Director must not be a Board member.\n\n#### 33 Acting appointments\n\n (1) The Board may, by written instrument, appoint a person to act as the Director:\n (a) during a vacancy in the office of the Director (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Director:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901.\n\n (2) However, the Board must not appoint a person to act as the Director unless the Minister agrees in writing to the appointment.\n\n#### 34 Other employment\n\n (1) The Director must not engage in paid employment outside the duties of the Director’s office without the Chair’s approval.\n (2) The Chair must notify the Minister of any approval given under subsection (1).\n\n#### 35 Remuneration\n\n (1) The Director is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the Director is to be paid the remuneration that is prescribed by the regulations.\n (2) The Director is to be paid the allowances that are prescribed by the regulations.\n (3) This section has effect subject to the Remuneration Tribunal Act 1973.\n\n#### 36 Leave\n\n (1) The Director has the recreation leave entitlements that are determined by the Remuneration Tribunal.\n (2) The Chair may grant the Director leave of absence, other than recreation leave, on the terms and conditions as to remuneration or otherwise that the Chair determines.\n (3) The Chair must consult the Minister before granting the Director leave of absence for a period that exceeds 1 month.\n\n#### 37 Disclosure of interests\n\n (1) A disclosure by the Director under section 29 of the Public Governance, Performance and Accountability Act 2013 (which deals with the duty to disclose interests) must be made to the Minister and the Board.\n (2) Subsection (1) applies in addition to any rules made for the purposes of that section.\n (3) For the purposes of this Act and the Public Governance, Performance and Accountability Act 2013, the Director is taken not to have complied with section 29 of that Act if the Director does not comply with subsection (1) of this section.\n\n#### 38 Resignation\n\n (1) The Director may resign his or her appointment by giving the Chair a written resignation.\n (2) The resignation takes effect on the day it is received by the Chair or, if a later day is specified in the resignation, on that later day.\n (3) If the Director resigns under this section, the Chair must notify the Minister of the resignation.\n\n#### 39 Termination of appointment\n\n (1) The Board may terminate the appointment of the Director:\n (a) for misbehaviour; or\n (b) if the Director is unable to perform the duties of his or her office because of physical or mental incapacity; or\n (c) if the Director:\n (i) becomes bankrupt; or\n (ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or\n (iii) compounds with his or her creditors; or\n (iv) makes an assignment of his or her remuneration for the benefit of his or her creditors; or\n (d) if the Director is absent, except on leave of absence, for 14 consecutive days or for 28 days in any 12 months; or\n (e) if the Director engages, except with the Chair’s approval, in paid employment outside the duties of his or her office (see section 34); or\n (f) if the Director fails, without reasonable excuse, to comply with section 29 of the Public Governance, Performance and Accountability Act 2013 (which deals with the duty to disclose interests) or rules made for the purposes of that section.\n (2) However, the Board must not terminate the appointment of the Director unless the Minister agrees in writing to the termination.\n\n#### 40 Other terms and conditions\n\n The Director holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the Board.\n\n### Division 2—Staff and consultants\n\n#### 41 Staff\n\n (1) The staff of the National Portrait Gallery of Australia must be persons engaged under the Public Service Act 1999.\n (2) For the purposes of the Public Service Act 1999:\n (a) the Director and the staff of the Gallery together constitute a Statutory Agency; and\n (b) the Director is the Head of that Statutory Agency.\n\n#### 42 Services of other persons may be made available to the Gallery\n\n (1) The Gallery may arrange with an Agency Head (within the meaning of the Public Service Act 1999), or with a body established for a public purpose by a law of the Commonwealth, for the services of officers or employees of the Agency or body to be made available to the Gallery.\n (2) The Gallery may enter into an arrangement with the appropriate authority of a State or Territory for the services of officers or employees of the Public Service of the State or Territory, or of a State or Territory statutory authority, to be made available to the Gallery.\n\n#### 43 Consultants\n\n The Gallery may engage consultants to assist in the performance of its functions.\n\n## Part 6—Finance\n\n#### 45 Money payable to the Gallery\n\n (1) There is payable to the Gallery such money as is appropriated by the Parliament for the purposes of the Gallery.\n (2) The Finance Minister may give directions about the amounts in which, and the times at which, money payable under subsection (1) is to be paid to the Gallery.\n (3) If a direction under subsection (2) is given in writing, the direction is not a legislative instrument.\n (4) In this section:\n\n> Finance Minister means the Minister administering the Public Governance, Performance and Accountability Act 2013.\n\n#### 46 Application of money by the Gallery\n\n (1) The money of the Gallery is to be applied only:\n (a) in payment or discharge of the costs, expenses and other obligations incurred or undertaken by the Gallery in the performance of its functions and the exercise of its powers; and\n (b) in payment of any remuneration or allowances payable under this Act.\n (2) Subsection (1) does not prevent investment, under subsection (3) of this section or section 59 of the Public Governance, Performance and Accountability Act 2013, of money that is not immediately required for the purposes of the Gallery.\n (3) In addition to investments authorised by section 59 of the Public Governance, Performance and Accountability Act 2013, the Gallery may invest the following in any other form of investment:\n (a) money accepted as a gift or bequest to the Gallery;\n (b) money that the Gallery receives from the disposal of property given, devised, bequeathed or assigned to the Gallery by a person other than the Commonwealth;\n (c) income received from an investment made under this subsection or from the disposal of such an investment.\n\n> Note: See subsection 8(3) for obligations of the Gallery as trustee of a trust.\n\n (4) An investment under subsection (3), or the disposal of such an investment, must be in accordance with a policy in force under section 46A.\n\n#### 46A Investment policy\n\n (1) The Board may formulate a written policy in relation to the following matters:\n (a) the investment strategy of the Gallery;\n (b) benchmarks and standards for assessing the performance of the Gallery’s investments;\n (c) risk management for the Gallery’s investments.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n Publication of policy\n (2) If the Board formulates a policy under subsection (1), the Board must cause a copy of the policy to be published on the Gallery’s website.\n Review of policy\n (3) If the Board formulates a policy under subsection (1), the Board must conduct periodic reviews of the policy.\n Compliance with policy\n (4) If the Board formulates a policy under subsection (1), the Gallery must comply with the policy.\n (5) A failure to comply with the policy does not affect the validity of any transaction.\n Policy not a legislative instrument\n (6) A policy formulated under subsection (1) is not a legislative instrument.\n\n#### 47 Restrictions on financial transactions\n\n (1) The Gallery must not, without the written approval of the Minister:\n (a) acquire any portrait, another work of art or related material for a consideration exceeding in amount or value the amount prescribed by the regulations for the purposes of this paragraph; or\n (b) dispose of any portrait, another work of art or related material if the amount or value of the consideration for the disposal, or the value of the portrait, other work of art or related material, exceeds the amount prescribed by the regulations for the purposes of this paragraph; or\n (c) acquire any property, right or privilege, other than a portrait, another work of art or related material, for a consideration exceeding in amount or value the amount prescribed by the regulations for the purposes of this paragraph; or\n (d) dispose of any property, right or privilege, other than a portrait, another work of art or related material, if the amount or value of the consideration for the disposal, or the value of the property, right or privilege, exceeds the amount prescribed by the regulations for the purposes of this paragraph; or\n (e) enter into a contract for the construction of a building for the Gallery, being a contract under which the Gallery is to pay an amount exceeding the amount prescribed by the regulations for the purposes of this paragraph; or\n (f) enter into a lease of land for a period exceeding 10 years.\n (2) An approval under subsection (1) is not a legislative instrument.\n (3) Subsection (1) does not apply to a contract if the contract provides for the supply of a service to the Gallery for the day‑to‑day operations of the Gallery.\n (4) Subsection (1) does not apply to the following:\n (a) an investment acquired under subsection 46(3);\n (b) the disposal of such an investment.\n\n#### 48 Taxation\n\n The Gallery is not subject to taxation under a law of the Commonwealth or of a State or Territory.\n\n> Note: However, the Gallery may be subject to taxation under certain laws (see, for example, section 177‑5 of the A New Tax System (Goods and Services Tax) Act 1999 and section 66 of the Fringe Benefits Tax Assessment Act 1986).\n\n## Part 7—Other matters\n\n#### 49 Annual report\n\n The annual report prepared by the Board and given to the Minister under section 46 of the Public Governance, Performance and Accountability Act 2013 must include particulars of:\n (a) any land, buildings, structures or other improvements made available to the Gallery under section 9 of this Act during the period to which the report relates; and\n (b) any disposals of portraits, other works of art or related material under section 11 of this Act during that period.\n\n#### 50 Ministerial directions\n\n (1) The Minister may, by legislative instrument, give directions to the Board:\n (a) in relation to the performance of the functions, or the exercise of the powers, of the Gallery; or\n (b) requiring the provision of a report or advice on a matter that relates to any of the Gallery’s functions or powers.\n\n> Note: Section 42 (disallowance) and Part 4 of Chapter 3 (sunsetting) of the Legislation Act 2003 do not apply to the direction (see regulations made for the purposes of paragraphs 44(2)(b) and 54(2)(b) of that Act).\n\n (2) A direction of a kind covered by paragraph (1)(a) must be of a general nature only.\n (3) The Board must comply with a direction under subsection (1).\n\n#### 51 Delegation by the Minister\n\n (1) The Minister may, by writing, delegate any or all of his or her functions or powers under this Act to:\n (a) the Secretary of the Department; or\n (b) an SES employee, or acting SES employee, in the Department.\n\n> Note: The expressions SES employee and acting SES employee are defined in section 2B of the Acts Interpretation Act 1901.\n\n (2) However, subsection (1) does not apply to the Minister’s functions or powers under section 9, 16, 17, 21, 32, 39 or 50.\n (3) In performing any functions or exercising any powers under a delegation, the delegate must comply with any directions of the Minister.\n\n#### 52 Supply of liquor on Gallery premises\n\n (1) The regulations may make provision for and in relation to the sale, supply, disposal, possession or control of liquor on premises in the Australian Capital Territory owned by or under the control of the Gallery.\n (2) The law of the Australian Capital Territory relating to the sale, supply and disposal of liquor does not apply with respect to premises in respect of which regulations are in force under subsection (1).\n (3) In this section:\n\n> liquor means wine, spirits, ale, beer, porter, cider, perry or any liquid containing alcohol ordinarily used or fit for use as a beverage.\n\n#### 53 Control of Gallery land and buildings etc.\n\n (1) The regulations may make provision for and in relation to:\n (a) regulating, restricting or prohibiting the entry of persons onto any land, building or structure owned by or under the control of the Gallery; or\n (b) regulating the conduct of persons on any such land, building or structure; or\n (c) the removal of persons from any such land, building or structure.\n (2) A reference in this section to any land, building or structure owned by or under the control of the Gallery includes a reference to a part of any such land, building or structure.\n\n#### 54 Regulations\n\n (1) The Governor‑General may make regulations prescribing matters:\n (a) required or permitted by this Act to be prescribed; or\n (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.\n (2) Without limiting subsection (1), the regulations may prescribe penalties, not exceeding 50 penalty units, for offences against the regulations.","sortOrder":26},{"sectionNumber":"23","sectionType":"section","heading":"Convening of meetings","content":"#### 23 Convening of meetings\n\n (1) The Chair must convene such meetings of the Board as are, in his or her opinion, necessary for the efficient conduct of its affairs.\n (2) The Chair must convene at least 2 meetings of the Board each calendar year.\n (3) The Chair must convene a meeting of the Board if directed to do so by the Minister.\n (4) The Chair must, on receipt of a written request signed by a majority of the current Board members, convene a meeting of the Board.","sortOrder":27},{"sectionNumber":"24","sectionType":"section","heading":"Quorum","content":"#### 24 Quorum\n\n (1) The quorum for a meeting of the Board is a majority of the current Board members.\n (2) However, if:\n (a) a Board member is required by rules made for the purposes of section 29 of the Public Governance, Performance and Accountability Act 2013 not to be present during the deliberations, or to take part in any decision, of the Board with respect to a particular matter; and\n (b) when the Board member leaves the meeting concerned there is no longer a quorum present;\n then those remaining Board members constitute a quorum for the purposes of any deliberation or decision at that meeting with respect to that matter.","sortOrder":28},{"sectionNumber":"25","sectionType":"section","heading":"Presiding at meetings","content":"#### 25 Presiding at meetings\n\n (1) The Chair must preside at all meetings of the Board at which he or she is present.\n (2) If the Chair is not present at a meeting of the Board, the Deputy Chair, if present, must preside at the meeting.\n (3) If neither the Chair nor the Deputy Chair is present at a meeting of the Board, the Board members present must elect one of their number to preside at the meeting.","sortOrder":29},{"sectionNumber":"26","sectionType":"section","heading":"Voting at meetings","content":"#### 26 Voting at meetings\n\n (1) At a meeting of the Board, a question is decided by a majority of the votes of Board members present and voting.\n (2) The Board member presiding at the meeting has:\n (a) a deliberative vote; and\n (b) in the event of an equality of votes, a casting vote.","sortOrder":30},{"sectionNumber":"27","sectionType":"section","heading":"Minutes","content":"#### 27 Minutes\n\n The Board must keep minutes of its meetings.","sortOrder":31},{"sectionNumber":"28","sectionType":"section","heading":"Conduct of meetings","content":"#### 28 Conduct of meetings\n\n Subject to this Act and the Public Governance, Performance and Accountability Act 2013, the Board may regulate the conduct of its meetings as it thinks fit.\n\n> Note: Section 33B of the Acts Interpretation Act 1901 contains further information about the ways in which Board members may participate in meetings.","sortOrder":32},{"sectionNumber":"29","sectionType":"section","heading":"Decisions without meetings","content":"#### 29 Decisions without meetings\n\n (1) The Board is taken to have made a decision at a meeting if:\n (a) without meeting, a majority of the current Board members entitled to vote on the proposed decision indicate agreement with the decision; and\n (b) that agreement is indicated in accordance with the method determined by the Board under subsection (2); and\n (c) all the current Board members were informed of the proposed decision, or reasonable efforts were made to inform all the current Board members of the proposed decision.\n (2) Subsection (1) does not apply unless the Board:\n (a) has determined that it may make decisions of that kind without meeting; and\n (b) has determined the method by which Board members are to indicate agreement with proposed decisions.\n (3) For the purposes of paragraph (1)(a), a Board member is not entitled to vote on a proposed decision if the Board member would not have been entitled to vote on that proposal if the matter had been considered at a meeting of the Board.\n (4) The Board must keep a record of decisions made in accordance with this section.","sortOrder":33},{"sectionNumber":"29A","sectionType":"section","heading":"Delegation by the Board","content":"#### 29A Delegation by the Board\n\n (1) The Board may, in writing, delegate its powers under section 11 to:\n (a) the Director; or\n (b) a Board member; or\n (c) an SES employee, or acting SES employee, of the Gallery.\n\n> Note: Sections 34AA to 34A of the Acts Interpretation Act 1901 contain provisions relating to delegations.\n\n (2) In exercising a delegated power, the delegate must comply with any written directions of the Board.\n (3) The delegation continues in force despite a change in the membership of the Board.\n (4) The delegation may be varied or revoked by the Board (whether or not there has been a change in the membership of the Board).","sortOrder":34},{"sectionNumber":"Part 4","sectionType":"part","heading":"Director, staff and consultants","content":"An Act to establish the National Portrait Gallery of Australia, and for related purposes\n\n## Part 1—Preliminary\n\n#### 1 Short title\n\n This Act may be cited as the National Portrait Gallery of Australia Act 2012.\n\n#### 2 Commencement\n\n This Act commences on 1 July 2013.\n\n#### 3 Simplified outline\n\n The following is a simplified outline of this Act:\n\n• This Act establishes the National Portrait Gallery of Australia.\n\n• The Gallery has functions relating to keeping a national collection of portraits, other works of art and related material.\n\n• There is to be a Board and a Director of the Gallery.\n\n#### 4 Definitions\n\n In this Act:\n\n> Board means the Board of the National Portrait Gallery of Australia.\n\n> Board member means a member of the Board, and includes the Chair and Deputy Chair.\n\n> Chair means the Chair of the Board.\n\n> Deputy Chair means the Deputy Chair of the Board.\n\n> Director means the Director of the National Portrait Gallery of Australia.\n\n> Gallery means the National Portrait Gallery of Australia established by this Act.\n\n> national collection means the national collection referred to in paragraph 7(1)(a).\n\n#### 5 Extended geographic application of this Act\n\n (1) This Act extends to every external Territory.\n (2) This Act applies both within and outside Australia.\n\n## Part 2—The National Portrait Gallery of Australia\n\n#### 6 Establishment\n\n (1) The National Portrait Gallery of Australia is established by this section.\n (2) The Gallery:\n (a) is a body corporate; and\n (b) must have a seal; and\n (c) may acquire, hold and dispose of real and personal property; and\n (d) may sue and be sued.\n\n> Note: The Public Governance, Performance and Accountability Act 2013 applies to the Gallery. That Act deals with matters relating to corporate Commonwealth entities, including reporting and the use and management of public resources.\n\n (3) The Gallery’s seal is to be kept in such custody as the Board directs and must not be used except as authorised by the Board.\n\n#### 7 Functions\n\n (1) The functions of the Gallery are to:\n (a) develop, preserve, maintain, promote and provide access to a national collection consisting of:\n (i) portraits (including portraits that reflect the identity, history, diversity and culture of Australia); and\n (ii) other works of art; and\n (iii) related material; and\n (b) develop and engage a national audience in relation to:\n (i) that collection; and\n (ii) other portraits, works of art and related material that are, or that will be, in the possession of the Gallery;\n including through exhibitions, education, research, publications and public and online programs.\n (2) In performing its functions, the Gallery is, as far as practical, to:\n (a) use every endeavour to make the most advantageous use of the national collection in the national interest; and\n (b) promote the efficient, effective, economical and ethical use of public resources.\n Fees\n (3) The Gallery may charge fees for things done in performing its functions or for other services provided by the Gallery.\n (4) A fee must not be such as to amount to taxation.\n\n#### 8 Powers\n\n (1) The Gallery has power to do all things necessary or convenient to be done for or in connection with the performance of its functions.\n (2) The Gallery’s powers include, but are not limited to, the following powers:\n (a) the power to enter into contracts;\n (b) the power to occupy, use and control any land, building, structure or other improvement made available to the Gallery under section 9;\n (c) the power to purchase or take on hire, to commission or produce, or to accept as a gift or on deposit or loan, portraits, other works of art or related material;\n (d) the power to make available (whether by hire, loan or otherwise) portraits, other works of art or related material;\n (e) the power to provide financial assistance to persons (whether by way of loan, grant, award or otherwise and whether on commercial terms or otherwise);\n (f) the power to accept gifts, devises, bequests and assignments (whether on trust or otherwise);\n (g) the power to act as trustee of money or other property vested in the Gallery on trust;\n (h) the power to do anything incidental to any of its functions.\n (3) Despite anything contained in this Act, any money or other property held by the Gallery on trust must be dealt with in accordance with the obligations of the Gallery as trustee of the trust.\n\n#### 9 Land etc. for the Gallery\n\n (1) The Minister may, by notice published in the Gazette, make available to the Gallery for the purposes of the Gallery:\n (a) such land owned by the Commonwealth as is specified in the notice; and\n (b) if there are buildings, structures or other improvements owned by the Commonwealth on that land—such of those buildings, structures or other improvements as are specified in the notice.\n (2) Subsection (1) has effect despite anything contained in the Lands Acquisition Act 1989.\n (3) A notice under subsection (1) is not a legislative instrument.\n\n#### 10 Transfer of works of art and related material\n\n At the request of the Board, the Minister may transfer or cause to be transferred to the Gallery, for inclusion in the national collection, portraits, other works of art or related material owned by the Commonwealth.\n\n#### 11 Disposal of works of art and related material\n\n (1) The Board may resolve that a portrait, another work of art or related material in the national collection be disposed of by sale, exchange, gift or destruction if the Board is satisfied that the portrait, other work of art or related material:\n (a) is unfit for that collection; or\n (b) is not required as part of that collection.\n (2) However, the Board must not resolve that a portrait, another work of art or related material be disposed of by way of destruction unless the Board is satisfied that the portrait, other work of art or related material has no saleable value.\n (3) If the Board has resolved, in accordance with this section, that a portrait, another work of art or related material be disposed of, the Gallery may dispose of that portrait, other work of art or related material accordingly.\n (4) Subsection (3) is subject to section 47 (about restrictions on financial transactions).\n\n#### 12 Gallery does not have privileges and immunities of the Crown\n\n The Gallery does not have the privileges and immunities of the Crown in right of the Commonwealth.\n\n## Part 3—The Board of the National Portrait Gallery of Australia\n\n### Division 1—The Board\n\n#### 13 Establishment\n\n The Board of the National Portrait Gallery of Australia is established by this section.\n\n#### 14 Role\n\n (1) The Board is responsible for ensuring the proper and efficient performance of the Gallery’s functions.\n (2) The Board has power to do all things necessary or convenient to be done for or in connection with the performance of its duties.\n (3) Anything done in the name of, or on behalf of, the Gallery by the Board, or with the authority of the Board, is taken to have been done by the Gallery.\n (4) If a function or power of the Gallery is dependent on the opinion, belief or state of mind of the Gallery in relation to a matter, the function or power may be performed or exercised upon the opinion, belief or state of mind of a person or body acting as mentioned in subsection (3) in relation to that matter.\n\n#### 15 Membership\n\n The Board consists of the following members:\n (a) the Chair of the Board;\n (b) the Deputy Chair of the Board;\n (c) not fewer than 3, and not more than 7, other members.\n\n#### 16 Appointment of Board members\n\n (1) The Board members are to be appointed by the Minister by written instrument.\n (2) A person must not be appointed as a Board member unless the Minister is satisfied that the person has knowledge or experience relevant to the affairs of the Gallery.\n (3) A Board member holds office on a part‑time basis.\n (4) A Board member holds office for the period specified in the instrument of appointment. The period must not exceed 3 years.\n\n> Note: For reappointment, see section 33AA of the Acts Interpretation Act 1901.\n\n (5) A person must not be appointed as a Board member for a period if the sum of the following exceeds 9 years:\n (a) that period;\n (b) any periods of previous appointment of the person as a Board member.\n (6) The performance of the functions, or the exercise of the powers, of the Board is not affected by reason only of the number of Board members falling below 5 (but not below 3) for a period of not more than 12 months.\n\n#### 17 Acting Board members\n\n Acting by operation of law\n (1) The Deputy Chair is to act as the Chair:\n (a) during a vacancy in the office of Chair (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Chair:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: For rules that apply to persons acting as the Chair, see section 33A of the Acts Interpretation Act 1901.\n\n Acting appointments\n (2) The Minister may, by written instrument, appoint a Board member to act as the Deputy Chair:\n (a) during a vacancy in the office of Deputy Chair (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Deputy Chair:\n (i) is acting as the Chair; or\n (ii) is absent from duty or from Australia; or\n (iii) is, for any reason, unable to perform the duties of the office.\n\n> Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901.\n\n (3) The Minister may, by written instrument, appoint a person to act as a Board member (other than the Chair or Deputy Chair):\n (a) during a vacancy in the office of a Board member (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when a Board member:\n (i) is acting as the Deputy Chair; or\n (ii) is absent from duty or from Australia; or\n (iii) is, for any reason, unable to perform the duties of the office.\n\n> Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901.\n\n#### 18 Remuneration\n\n (1) A Board member is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the Board member is to be paid the remuneration that is prescribed by the regulations.\n (2) A Board member is to be paid the allowances that are prescribed by the regulations.\n (3) This section has effect subject to the Remuneration Tribunal Act 1973.\n\n#### 19 Leave of absence\n\n (1) The Minister may grant the Chair leave of absence on the terms and conditions that the Minister determines.\n (2) The Chair may grant leave of absence to any other Board member on the terms and conditions that the Chair determines.\n (3) The Chair must notify the Minister if the Chair grants to a Board member leave of absence for a period that exceeds 4 months.\n\n#### 20 Resignation\n\n (1) A Board member may resign his or her appointment by giving the Minister a written resignation.\n (2) The resignation takes effect on the day it is received by the Minister or, if a later day is specified in the resignation, on that later day.\n\n#### 21 Termination of appointment\n\n (1) The Minister may terminate the appointment of a Board member:\n (a) for misbehaviour; or\n (b) if the Board member is unable to perform the duties of his or her office because of physical or mental incapacity.\n (2) The Minister must terminate the appointment of a Board member if:\n (a) the Board member:\n (i) becomes bankrupt; or\n (ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or\n (iii) compounds with his or her creditors; or\n (iv) makes an assignment of his or her remuneration for the benefit of his or her creditors; or\n (b) the Board member is absent, except on leave of absence, from 3 consecutive meetings of the Board.\n\n> Note: The appointment of a Board member may also be terminated under section 30 of the Public Governance, Performance and Accountability Act 2013 (which deals with terminating the appointment of an accountable authority, or a member of an accountable authority, for contravening general duties of officials).\n\n#### 22 Other terms and conditions\n\n A Board member holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the Minister.\n\n### Division 2—Procedures of the Board\n\n#### 23 Convening of meetings\n\n (1) The Chair must convene such meetings of the Board as are, in his or her opinion, necessary for the efficient conduct of its affairs.\n (2) The Chair must convene at least 2 meetings of the Board each calendar year.\n (3) The Chair must convene a meeting of the Board if directed to do so by the Minister.\n (4) The Chair must, on receipt of a written request signed by a majority of the current Board members, convene a meeting of the Board.\n\n#### 24 Quorum\n\n (1) The quorum for a meeting of the Board is a majority of the current Board members.\n (2) However, if:\n (a) a Board member is required by rules made for the purposes of section 29 of the Public Governance, Performance and Accountability Act 2013 not to be present during the deliberations, or to take part in any decision, of the Board with respect to a particular matter; and\n (b) when the Board member leaves the meeting concerned there is no longer a quorum present;\n then those remaining Board members constitute a quorum for the purposes of any deliberation or decision at that meeting with respect to that matter.\n\n#### 25 Presiding at meetings\n\n (1) The Chair must preside at all meetings of the Board at which he or she is present.\n (2) If the Chair is not present at a meeting of the Board, the Deputy Chair, if present, must preside at the meeting.\n (3) If neither the Chair nor the Deputy Chair is present at a meeting of the Board, the Board members present must elect one of their number to preside at the meeting.\n\n#### 26 Voting at meetings\n\n (1) At a meeting of the Board, a question is decided by a majority of the votes of Board members present and voting.\n (2) The Board member presiding at the meeting has:\n (a) a deliberative vote; and\n (b) in the event of an equality of votes, a casting vote.\n\n#### 27 Minutes\n\n The Board must keep minutes of its meetings.\n\n#### 28 Conduct of meetings\n\n Subject to this Act and the Public Governance, Performance and Accountability Act 2013, the Board may regulate the conduct of its meetings as it thinks fit.\n\n> Note: Section 33B of the Acts Interpretation Act 1901 contains further information about the ways in which Board members may participate in meetings.\n\n#### 29 Decisions without meetings\n\n (1) The Board is taken to have made a decision at a meeting if:\n (a) without meeting, a majority of the current Board members entitled to vote on the proposed decision indicate agreement with the decision; and\n (b) that agreement is indicated in accordance with the method determined by the Board under subsection (2); and\n (c) all the current Board members were informed of the proposed decision, or reasonable efforts were made to inform all the current Board members of the proposed decision.\n (2) Subsection (1) does not apply unless the Board:\n (a) has determined that it may make decisions of that kind without meeting; and\n (b) has determined the method by which Board members are to indicate agreement with proposed decisions.\n (3) For the purposes of paragraph (1)(a), a Board member is not entitled to vote on a proposed decision if the Board member would not have been entitled to vote on that proposal if the matter had been considered at a meeting of the Board.\n (4) The Board must keep a record of decisions made in accordance with this section.\n\n#### 29A Delegation by the Board\n\n (1) The Board may, in writing, delegate its powers under section 11 to:\n (a) the Director; or\n (b) a Board member; or\n (c) an SES employee, or acting SES employee, of the Gallery.\n\n> Note: Sections 34AA to 34A of the Acts Interpretation Act 1901 contain provisions relating to delegations.\n\n (2) In exercising a delegated power, the delegate must comply with any written directions of the Board.\n (3) The delegation continues in force despite a change in the membership of the Board.\n (4) The delegation may be varied or revoked by the Board (whether or not there has been a change in the membership of the Board).\n\n## Part 4—Director, staff and consultants\n\n### Division 1—Director\n\n#### 30 Establishment\n\n There is to be a Director of the National Portrait Gallery of Australia.\n\n#### 31 Role\n\n (1) The Director is responsible for the day‑to‑day administration of the Gallery.\n (2) The Director has power to do all things necessary or convenient to be done for or in connection with the performance of his or her duties.\n Board policies and directions\n (3) The Director is to act in accordance with any policies determined, and any directions given, by the Board.\n (4) Subsection (3) does not apply in relation to the Director’s performance of functions, or exercise of powers, under the Public Service Act 1999.\n (5) If a policy or direction under subsection (3) is in writing, the policy or direction is not a legislative instrument.\n\n#### 32 Appointment of Director\n\n (1) The Director is to be appointed:\n (a) in the case of the first appointment of the Director—by the Minister; or\n (b) otherwise—by the Board.\n (2) However, the Board must not appoint a person as the Director unless the Minister agrees in writing to the appointment.\n (3) An appointment is to be made by written instrument.\n (4) The Director holds office on a full‑time basis.\n (5) The Director holds office for the period specified in the instrument of appointment. The period must not exceed 5 years.\n\n> Note: For reappointment, see section 33AA of the Acts Interpretation Act 1901.\n\n (6) The Director must not be a Board member.\n\n#### 33 Acting appointments\n\n (1) The Board may, by written instrument, appoint a person to act as the Director:\n (a) during a vacancy in the office of the Director (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Director:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901.\n\n (2) However, the Board must not appoint a person to act as the Director unless the Minister agrees in writing to the appointment.\n\n#### 34 Other employment\n\n (1) The Director must not engage in paid employment outside the duties of the Director’s office without the Chair’s approval.\n (2) The Chair must notify the Minister of any approval given under subsection (1).\n\n#### 35 Remuneration\n\n (1) The Director is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the Director is to be paid the remuneration that is prescribed by the regulations.\n (2) The Director is to be paid the allowances that are prescribed by the regulations.\n (3) This section has effect subject to the Remuneration Tribunal Act 1973.\n\n#### 36 Leave\n\n (1) The Director has the recreation leave entitlements that are determined by the Remuneration Tribunal.\n (2) The Chair may grant the Director leave of absence, other than recreation leave, on the terms and conditions as to remuneration or otherwise that the Chair determines.\n (3) The Chair must consult the Minister before granting the Director leave of absence for a period that exceeds 1 month.\n\n#### 37 Disclosure of interests\n\n (1) A disclosure by the Director under section 29 of the Public Governance, Performance and Accountability Act 2013 (which deals with the duty to disclose interests) must be made to the Minister and the Board.\n (2) Subsection (1) applies in addition to any rules made for the purposes of that section.\n (3) For the purposes of this Act and the Public Governance, Performance and Accountability Act 2013, the Director is taken not to have complied with section 29 of that Act if the Director does not comply with subsection (1) of this section.\n\n#### 38 Resignation\n\n (1) The Director may resign his or her appointment by giving the Chair a written resignation.\n (2) The resignation takes effect on the day it is received by the Chair or, if a later day is specified in the resignation, on that later day.\n (3) If the Director resigns under this section, the Chair must notify the Minister of the resignation.\n\n#### 39 Termination of appointment\n\n (1) The Board may terminate the appointment of the Director:\n (a) for misbehaviour; or\n (b) if the Director is unable to perform the duties of his or her office because of physical or mental incapacity; or\n (c) if the Director:\n (i) becomes bankrupt; or\n (ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or\n (iii) compounds with his or her creditors; or\n (iv) makes an assignment of his or her remuneration for the benefit of his or her creditors; or\n (d) if the Director is absent, except on leave of absence, for 14 consecutive days or for 28 days in any 12 months; or\n (e) if the Director engages, except with the Chair’s approval, in paid employment outside the duties of his or her office (see section 34); or\n (f) if the Director fails, without reasonable excuse, to comply with section 29 of the Public Governance, Performance and Accountability Act 2013 (which deals with the duty to disclose interests) or rules made for the purposes of that section.\n (2) However, the Board must not terminate the appointment of the Director unless the Minister agrees in writing to the termination.\n\n#### 40 Other terms and conditions\n\n The Director holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the Board.\n\n### Division 2—Staff and consultants\n\n#### 41 Staff\n\n (1) The staff of the National Portrait Gallery of Australia must be persons engaged under the Public Service Act 1999.\n (2) For the purposes of the Public Service Act 1999:\n (a) the Director and the staff of the Gallery together constitute a Statutory Agency; and\n (b) the Director is the Head of that Statutory Agency.\n\n#### 42 Services of other persons may be made available to the Gallery\n\n (1) The Gallery may arrange with an Agency Head (within the meaning of the Public Service Act 1999), or with a body established for a public purpose by a law of the Commonwealth, for the services of officers or employees of the Agency or body to be made available to the Gallery.\n (2) The Gallery may enter into an arrangement with the appropriate authority of a State or Territory for the services of officers or employees of the Public Service of the State or Territory, or of a State or Territory statutory authority, to be made available to the Gallery.\n\n#### 43 Consultants\n\n The Gallery may engage consultants to assist in the performance of its functions.\n\n## Part 6—Finance\n\n#### 45 Money payable to the Gallery\n\n (1) There is payable to the Gallery such money as is appropriated by the Parliament for the purposes of the Gallery.\n (2) The Finance Minister may give directions about the amounts in which, and the times at which, money payable under subsection (1) is to be paid to the Gallery.\n (3) If a direction under subsection (2) is given in writing, the direction is not a legislative instrument.\n (4) In this section:\n\n> Finance Minister means the Minister administering the Public Governance, Performance and Accountability Act 2013.\n\n#### 46 Application of money by the Gallery\n\n (1) The money of the Gallery is to be applied only:\n (a) in payment or discharge of the costs, expenses and other obligations incurred or undertaken by the Gallery in the performance of its functions and the exercise of its powers; and\n (b) in payment of any remuneration or allowances payable under this Act.\n (2) Subsection (1) does not prevent investment, under subsection (3) of this section or section 59 of the Public Governance, Performance and Accountability Act 2013, of money that is not immediately required for the purposes of the Gallery.\n (3) In addition to investments authorised by section 59 of the Public Governance, Performance and Accountability Act 2013, the Gallery may invest the following in any other form of investment:\n (a) money accepted as a gift or bequest to the Gallery;\n (b) money that the Gallery receives from the disposal of property given, devised, bequeathed or assigned to the Gallery by a person other than the Commonwealth;\n (c) income received from an investment made under this subsection or from the disposal of such an investment.\n\n> Note: See subsection 8(3) for obligations of the Gallery as trustee of a trust.\n\n (4) An investment under subsection (3), or the disposal of such an investment, must be in accordance with a policy in force under section 46A.\n\n#### 46A Investment policy\n\n (1) The Board may formulate a written policy in relation to the following matters:\n (a) the investment strategy of the Gallery;\n (b) benchmarks and standards for assessing the performance of the Gallery’s investments;\n (c) risk management for the Gallery’s investments.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n Publication of policy\n (2) If the Board formulates a policy under subsection (1), the Board must cause a copy of the policy to be published on the Gallery’s website.\n Review of policy\n (3) If the Board formulates a policy under subsection (1), the Board must conduct periodic reviews of the policy.\n Compliance with policy\n (4) If the Board formulates a policy under subsection (1), the Gallery must comply with the policy.\n (5) A failure to comply with the policy does not affect the validity of any transaction.\n Policy not a legislative instrument\n (6) A policy formulated under subsection (1) is not a legislative instrument.\n\n#### 47 Restrictions on financial transactions\n\n (1) The Gallery must not, without the written approval of the Minister:\n (a) acquire any portrait, another work of art or related material for a consideration exceeding in amount or value the amount prescribed by the regulations for the purposes of this paragraph; or\n (b) dispose of any portrait, another work of art or related material if the amount or value of the consideration for the disposal, or the value of the portrait, other work of art or related material, exceeds the amount prescribed by the regulations for the purposes of this paragraph; or\n (c) acquire any property, right or privilege, other than a portrait, another work of art or related material, for a consideration exceeding in amount or value the amount prescribed by the regulations for the purposes of this paragraph; or\n (d) dispose of any property, right or privilege, other than a portrait, another work of art or related material, if the amount or value of the consideration for the disposal, or the value of the property, right or privilege, exceeds the amount prescribed by the regulations for the purposes of this paragraph; or\n (e) enter into a contract for the construction of a building for the Gallery, being a contract under which the Gallery is to pay an amount exceeding the amount prescribed by the regulations for the purposes of this paragraph; or\n (f) enter into a lease of land for a period exceeding 10 years.\n (2) An approval under subsection (1) is not a legislative instrument.\n (3) Subsection (1) does not apply to a contract if the contract provides for the supply of a service to the Gallery for the day‑to‑day operations of the Gallery.\n (4) Subsection (1) does not apply to the following:\n (a) an investment acquired under subsection 46(3);\n (b) the disposal of such an investment.\n\n#### 48 Taxation\n\n The Gallery is not subject to taxation under a law of the Commonwealth or of a State or Territory.\n\n> Note: However, the Gallery may be subject to taxation under certain laws (see, for example, section 177‑5 of the A New Tax System (Goods and Services Tax) Act 1999 and section 66 of the Fringe Benefits Tax Assessment Act 1986).\n\n## Part 7—Other matters\n\n#### 49 Annual report\n\n The annual report prepared by the Board and given to the Minister under section 46 of the Public Governance, Performance and Accountability Act 2013 must include particulars of:\n (a) any land, buildings, structures or other improvements made available to the Gallery under section 9 of this Act during the period to which the report relates; and\n (b) any disposals of portraits, other works of art or related material under section 11 of this Act during that period.\n\n#### 50 Ministerial directions\n\n (1) The Minister may, by legislative instrument, give directions to the Board:\n (a) in relation to the performance of the functions, or the exercise of the powers, of the Gallery; or\n (b) requiring the provision of a report or advice on a matter that relates to any of the Gallery’s functions or powers.\n\n> Note: Section 42 (disallowance) and Part 4 of Chapter 3 (sunsetting) of the Legislation Act 2003 do not apply to the direction (see regulations made for the purposes of paragraphs 44(2)(b) and 54(2)(b) of that Act).\n\n (2) A direction of a kind covered by paragraph (1)(a) must be of a general nature only.\n (3) The Board must comply with a direction under subsection (1).\n\n#### 51 Delegation by the Minister\n\n (1) The Minister may, by writing, delegate any or all of his or her functions or powers under this Act to:\n (a) the Secretary of the Department; or\n (b) an SES employee, or acting SES employee, in the Department.\n\n> Note: The expressions SES employee and acting SES employee are defined in section 2B of the Acts Interpretation Act 1901.\n\n (2) However, subsection (1) does not apply to the Minister’s functions or powers under section 9, 16, 17, 21, 32, 39 or 50.\n (3) In performing any functions or exercising any powers under a delegation, the delegate must comply with any directions of the Minister.\n\n#### 52 Supply of liquor on Gallery premises\n\n (1) The regulations may make provision for and in relation to the sale, supply, disposal, possession or control of liquor on premises in the Australian Capital Territory owned by or under the control of the Gallery.\n (2) The law of the Australian Capital Territory relating to the sale, supply and disposal of liquor does not apply with respect to premises in respect of which regulations are in force under subsection (1).\n (3) In this section:\n\n> liquor means wine, spirits, ale, beer, porter, cider, perry or any liquid containing alcohol ordinarily used or fit for use as a beverage.\n\n#### 53 Control of Gallery land and buildings etc.\n\n (1) The regulations may make provision for and in relation to:\n (a) regulating, restricting or prohibiting the entry of persons onto any land, building or structure owned by or under the control of the Gallery; or\n (b) regulating the conduct of persons on any such land, building or structure; or\n (c) the removal of persons from any such land, building or structure.\n (2) A reference in this section to any land, building or structure owned by or under the control of the Gallery includes a reference to a part of any such land, building or structure.\n\n#### 54 Regulations\n\n (1) The Governor‑General may make regulations prescribing matters:\n (a) required or permitted by this Act to be prescribed; or\n (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.\n (2) Without limiting subsection (1), the regulations may prescribe penalties, not exceeding 50 penalty units, for offences against the regulations.","sortOrder":35},{"sectionNumber":"30","sectionType":"section","heading":"Establishment","content":"#### 30 Establishment\n\n There is to be a Director of the National Portrait Gallery of Australia.","sortOrder":37},{"sectionNumber":"31","sectionType":"section","heading":"Role","content":"#### 31 Role\n\n (1) The Director is responsible for the day‑to‑day administration of the Gallery.\n (2) The Director has power to do all things necessary or convenient to be done for or in connection with the performance of his or her duties.\n Board policies and directions\n (3) The Director is to act in accordance with any policies determined, and any directions given, by the Board.\n (4) Subsection (3) does not apply in relation to the Director’s performance of functions, or exercise of powers, under the Public Service Act 1999.\n (5) If a policy or direction under subsection (3) is in writing, the policy or direction is not a legislative instrument.","sortOrder":38},{"sectionNumber":"32","sectionType":"section","heading":"Appointment of Director","content":"#### 32 Appointment of Director\n\n (1) The Director is to be appointed:\n (a) in the case of the first appointment of the Director—by the Minister; or\n (b) otherwise—by the Board.\n (2) However, the Board must not appoint a person as the Director unless the Minister agrees in writing to the appointment.\n (3) An appointment is to be made by written instrument.\n (4) The Director holds office on a full‑time basis.\n (5) The Director holds office for the period specified in the instrument of appointment. The period must not exceed 5 years.\n\n> Note: For reappointment, see section 33AA of the Acts Interpretation Act 1901.\n\n (6) The Director must not be a Board member.","sortOrder":39},{"sectionNumber":"33","sectionType":"section","heading":"Acting appointments","content":"#### 33 Acting appointments\n\n (1) The Board may, by written instrument, appoint a person to act as the Director:\n (a) during a vacancy in the office of the Director (whether or not an appointment has previously been made to the office); or\n (b) during any period, or during all periods, when the Director:\n (i) is absent from duty or from Australia; or\n (ii) is, for any reason, unable to perform the duties of the office.\n\n> Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901.\n\n (2) However, the Board must not appoint a person to act as the Director unless the Minister agrees in writing to the appointment.","sortOrder":40},{"sectionNumber":"34","sectionType":"section","heading":"Other employment","content":"#### 34 Other employment\n\n (1) The Director must not engage in paid employment outside the duties of the Director’s office without the Chair’s approval.\n (2) The Chair must notify the Minister of any approval given under subsection (1).","sortOrder":41},{"sectionNumber":"35","sectionType":"section","heading":"Remuneration","content":"#### 35 Remuneration\n\n (1) The Director is to be paid the remuneration that is determined by the Remuneration Tribunal. If no determination of that remuneration by the Tribunal is in operation, the Director is to be paid the remuneration that is prescribed by the regulations.\n (2) The Director is to be paid the allowances that are prescribed by the regulations.\n (3) This section has effect subject to the Remuneration Tribunal Act 1973.","sortOrder":42},{"sectionNumber":"36","sectionType":"section","heading":"Leave","content":"#### 36 Leave\n\n (1) The Director has the recreation leave entitlements that are determined by the Remuneration Tribunal.\n (2) The Chair may grant the Director leave of absence, other than recreation leave, on the terms and conditions as to remuneration or otherwise that the Chair determines.\n (3) The Chair must consult the Minister before granting the Director leave of absence for a period that exceeds 1 month.","sortOrder":43},{"sectionNumber":"37","sectionType":"section","heading":"Disclosure of interests","content":"#### 37 Disclosure of interests\n\n (1) A disclosure by the Director under section 29 of the Public Governance, Performance and Accountability Act 2013 (which deals with the duty to disclose interests) must be made to the Minister and the Board.\n (2) Subsection (1) applies in addition to any rules made for the purposes of that section.\n (3) For the purposes of this Act and the Public Governance, Performance and Accountability Act 2013, the Director is taken not to have complied with section 29 of that Act if the Director does not comply with subsection (1) of this section.","sortOrder":44},{"sectionNumber":"38","sectionType":"section","heading":"Resignation","content":"#### 38 Resignation\n\n (1) The Director may resign his or her appointment by giving the Chair a written resignation.\n (2) The resignation takes effect on the day it is received by the Chair or, if a later day is specified in the resignation, on that later day.\n (3) If the Director resigns under this section, the Chair must notify the Minister of the resignation.","sortOrder":45},{"sectionNumber":"39","sectionType":"section","heading":"Termination of appointment","content":"#### 39 Termination of appointment\n\n (1) The Board may terminate the appointment of the Director:\n (a) for misbehaviour; or\n (b) if the Director is unable to perform the duties of his or her office because of physical or mental incapacity; or\n (c) if the Director:\n (i) becomes bankrupt; or\n (ii) applies to take the benefit of any law for the relief of bankrupt or insolvent debtors; or\n (iii) compounds with his or her creditors; or\n (iv) makes an assignment of his or her remuneration for the benefit of his or her creditors; or\n (d) if the Director is absent, except on leave of absence, for 14 consecutive days or for 28 days in any 12 months; or\n (e) if the Director engages, except with the Chair’s approval, in paid employment outside the duties of his or her office (see section 34); or\n (f) if the Director fails, without reasonable excuse, to comply with section 29 of the Public Governance, Performance and Accountability Act 2013 (which deals with the duty to disclose interests) or rules made for the purposes of that section.\n (2) However, the Board must not terminate the appointment of the Director unless the Minister agrees in writing to the termination.","sortOrder":46},{"sectionNumber":"40","sectionType":"section","heading":"Other terms and conditions","content":"#### 40 Other terms and conditions\n\n The Director holds office on the terms and conditions (if any) in relation to matters not covered by this Act that are determined by the Board.","sortOrder":47},{"sectionNumber":"41","sectionType":"section","heading":"Staff","content":"#### 41 Staff\n\n (1) The staff of the National Portrait Gallery of Australia must be persons engaged under the Public Service Act 1999.\n (2) For the purposes of the Public Service Act 1999:\n (a) the Director and the staff of the Gallery together constitute a Statutory Agency; and\n (b) the Director is the Head of that Statutory Agency.","sortOrder":49},{"sectionNumber":"42","sectionType":"section","heading":"Services of other persons may be made available to the Gallery","content":"#### 42 Services of other persons may be made available to the Gallery\n\n (1) The Gallery may arrange with an Agency Head (within the meaning of the Public Service Act 1999), or with a body established for a public purpose by a law of the Commonwealth, for the services of officers or employees of the Agency or body to be made available to the Gallery.\n (2) The Gallery may enter into an arrangement with the appropriate authority of a State or Territory for the services of officers or employees of the Public Service of the State or Territory, or of a State or Territory statutory authority, to be made available to the Gallery.","sortOrder":50},{"sectionNumber":"43","sectionType":"section","heading":"Consultants","content":"#### 43 Consultants\n\n The Gallery may engage consultants to assist in the performance of its functions.","sortOrder":51},{"sectionNumber":"Part 6","sectionType":"part","heading":"Finance","content":"## Part 6—Finance","sortOrder":52},{"sectionNumber":"45","sectionType":"section","heading":"Money payable to the Gallery","content":"#### 45 Money payable to the Gallery\n\n (1) There is payable to the Gallery such money as is appropriated by the Parliament for the purposes of the Gallery.\n (2) The Finance Minister may give directions about the amounts in which, and the times at which, money payable under subsection (1) is to be paid to the Gallery.\n (3) If a direction under subsection (2) is given in writing, the direction is not a legislative instrument.\n (4) In this section:\n\n> Finance Minister means the Minister administering the Public Governance, Performance and Accountability Act 2013.","sortOrder":53},{"sectionNumber":"46","sectionType":"section","heading":"Application of money by the Gallery","content":"#### 46 Application of money by the Gallery\n\n (1) The money of the Gallery is to be applied only:\n (a) in payment or discharge of the costs, expenses and other obligations incurred or undertaken by the Gallery in the performance of its functions and the exercise of its powers; and\n (b) in payment of any remuneration or allowances payable under this Act.\n (2) Subsection (1) does not prevent investment, under subsection (3) of this section or section 59 of the Public Governance, Performance and Accountability Act 2013, of money that is not immediately required for the purposes of the Gallery.\n (3) In addition to investments authorised by section 59 of the Public Governance, Performance and Accountability Act 2013, the Gallery may invest the following in any other form of investment:\n (a) money accepted as a gift or bequest to the Gallery;\n (b) money that the Gallery receives from the disposal of property given, devised, bequeathed or assigned to the Gallery by a person other than the Commonwealth;\n (c) income received from an investment made under this subsection or from the disposal of such an investment.\n\n> Note: See subsection 8(3) for obligations of the Gallery as trustee of a trust.\n\n (4) An investment under subsection (3), or the disposal of such an investment, must be in accordance with a policy in force under section 46A.","sortOrder":54},{"sectionNumber":"46A","sectionType":"section","heading":"Investment policy","content":"#### 46A Investment policy\n\n (1) The Board may formulate a written policy in relation to the following matters:\n (a) the investment strategy of the Gallery;\n (b) benchmarks and standards for assessing the performance of the Gallery’s investments;\n (c) risk management for the Gallery’s investments.\n\n> Note: For variation and revocation, see subsection 33(3) of the Acts Interpretation Act 1901.\n\n Publication of policy\n (2) If the Board formulates a policy under subsection (1), the Board must cause a copy of the policy to be published on the Gallery’s website.\n Review of policy\n (3) If the Board formulates a policy under subsection (1), the Board must conduct periodic reviews of the policy.\n Compliance with policy\n (4) If the Board formulates a policy under subsection (1), the Gallery must comply with the policy.\n (5) A failure to comply with the policy does not affect the validity of any transaction.\n Policy not a legislative instrument\n (6) A policy formulated under subsection (1) is not a legislative instrument.","sortOrder":55},{"sectionNumber":"47","sectionType":"section","heading":"Restrictions on financial transactions","content":"#### 47 Restrictions on financial transactions\n\n (1) The Gallery must not, without the written approval of the Minister:\n (a) acquire any portrait, another work of art or related material for a consideration exceeding in amount or value the amount prescribed by the regulations for the purposes of this paragraph; or\n (b) dispose of any portrait, another work of art or related material if the amount or value of the consideration for the disposal, or the value of the portrait, other work of art or related material, exceeds the amount prescribed by the regulations for the purposes of this paragraph; or\n (c) acquire any property, right or privilege, other than a portrait, another work of art or related material, for a consideration exceeding in amount or value the amount prescribed by the regulations for the purposes of this paragraph; or\n (d) dispose of any property, right or privilege, other than a portrait, another work of art or related material, if the amount or value of the consideration for the disposal, or the value of the property, right or privilege, exceeds the amount prescribed by the regulations for the purposes of this paragraph; or\n (e) enter into a contract for the construction of a building for the Gallery, being a contract under which the Gallery is to pay an amount exceeding the amount prescribed by the regulations for the purposes of this paragraph; or\n (f) enter into a lease of land for a period exceeding 10 years.\n (2) An approval under subsection (1) is not a legislative instrument.\n (3) Subsection (1) does not apply to a contract if the contract provides for the supply of a service to the Gallery for the day‑to‑day operations of the Gallery.\n (4) Subsection (1) does not apply to the following:\n (a) an investment acquired under subsection 46(3);\n (b) the disposal of such an investment.","sortOrder":56},{"sectionNumber":"48","sectionType":"section","heading":"Taxation","content":"#### 48 Taxation\n\n The Gallery is not subject to taxation under a law of the Commonwealth or of a State or Territory.\n\n> Note: However, the Gallery may be subject to taxation under certain laws (see, for example, section 177‑5 of the A New Tax System (Goods and Services Tax) Act 1999 and section 66 of the Fringe Benefits Tax Assessment Act 1986).","sortOrder":57},{"sectionNumber":"Part 7","sectionType":"part","heading":"Other matters","content":"## Part 7—Other matters","sortOrder":58},{"sectionNumber":"49","sectionType":"section","heading":"Annual report","content":"#### 49 Annual report\n\n The annual report prepared by the Board and given to the Minister under section 46 of the Public Governance, Performance and Accountability Act 2013 must include particulars of:\n (a) any land, buildings, structures or other improvements made available to the Gallery under section 9 of this Act during the period to which the report relates; and\n (b) any disposals of portraits, other works of art or related material under section 11 of this Act during that period.","sortOrder":59},{"sectionNumber":"50","sectionType":"section","heading":"Ministerial directions","content":"#### 50 Ministerial directions\n\n (1) The Minister may, by legislative instrument, give directions to the Board:\n (a) in relation to the performance of the functions, or the exercise of the powers, of the Gallery; or\n (b) requiring the provision of a report or advice on a matter that relates to any of the Gallery’s functions or powers.\n\n> Note: Section 42 (disallowance) and Part 4 of Chapter 3 (sunsetting) of the Legislation Act 2003 do not apply to the direction (see regulations made for the purposes of paragraphs 44(2)(b) and 54(2)(b) of that Act).\n\n (2) A direction of a kind covered by paragraph (1)(a) must be of a general nature only.\n (3) The Board must comply with a direction under subsection (1).","sortOrder":60},{"sectionNumber":"51","sectionType":"section","heading":"Delegation by the Minister","content":"#### 51 Delegation by the Minister\n\n (1) The Minister may, by writing, delegate any or all of his or her functions or powers under this Act to:\n (a) the Secretary of the Department; or\n (b) an SES employee, or acting SES employee, in the Department.\n\n> Note: The expressions SES employee and acting SES employee are defined in section 2B of the Acts Interpretation Act 1901.\n\n (2) However, subsection (1) does not apply to the Minister’s functions or powers under section 9, 16, 17, 21, 32, 39 or 50.\n (3) In performing any functions or exercising any powers under a delegation, the delegate must comply with any directions of the Minister.","sortOrder":61},{"sectionNumber":"52","sectionType":"section","heading":"Supply of liquor on Gallery premises","content":"#### 52 Supply of liquor on Gallery premises\n\n (1) The regulations may make provision for and in relation to the sale, supply, disposal, possession or control of liquor on premises in the Australian Capital Territory owned by or under the control of the Gallery.\n (2) The law of the Australian Capital Territory relating to the sale, supply and disposal of liquor does not apply with respect to premises in respect of which regulations are in force under subsection (1).\n (3) In this section:\n\n> liquor means wine, spirits, ale, beer, porter, cider, perry or any liquid containing alcohol ordinarily used or fit for use as a beverage.","sortOrder":62},{"sectionNumber":"53","sectionType":"section","heading":"Control of Gallery land and buildings etc.","content":"#### 53 Control of Gallery land and buildings etc.\n\n (1) The regulations may make provision for and in relation to:\n (a) regulating, restricting or prohibiting the entry of persons onto any land, building or structure owned by or under the control of the Gallery; or\n (b) regulating the conduct of persons on any such land, building or structure; or\n (c) the removal of persons from any such land, building or structure.\n (2) A reference in this section to any land, building or structure owned by or under the control of the Gallery includes a reference to a part of any such land, building or structure.","sortOrder":63},{"sectionNumber":"54","sectionType":"section","heading":"Regulations","content":"#### 54 Regulations\n\n (1) The Governor‑General may make regulations prescribing matters:\n (a) required or permitted by this Act to be prescribed; or\n (b) necessary or convenient to be prescribed for carrying out or giving effect to this Act.\n (2) Without limiting subsection (1), the regulations may prescribe penalties, not exceeding 50 penalty units, for offences against the regulations.","sortOrder":64}],"analysis":{"flash_summary":{"complexity_score":3,"scope_assessment":{"changed":false,"description":"The Act remains within its original, narrow purpose: to establish a Commonwealth National Portrait Gallery, set out its functions, governance (Board and Director), powers, finance arrangements and regulation-making powers. There is no substantive expansion of scope beyond establishing governance, accountability and transaction controls (including ministerial oversight and compliance with the PGPA and Public Service Acts). Any apparent repetition in the provided text is duplication of the same provisions rather than an enlargement of subject‑matter."},"complexity_factors":["Relatively short statute with focused subject (establishing and governing a single Commonwealth cultural agency).","7 defined terms in the interpretation section (s4).","Multiple cross-references to external Acts: Public Governance, Performance and Accountability Act 2013 (PGPA Act), Public Service Act 1999, Acts Interpretation Act 1901, Remuneration Tribunal Act 1973, Legislation Act 2003 (see notes and multiple sections).","Conditional approval regime for financial transactions that depends on amounts prescribed in regulations (s47) — introduces dependency on secondary instruments.","Delegation scheme with explicit exclusions (Minister may delegate but not for specified powers: s51(2); Board may delegate s29A) and references to Acts Interpretation Act delegation rules.","Several procedural rules (appointments, acting appointments, termination, quorum, decisions without meeting) with layered eligibility and time limits (ss16–17, 23–29).","Investment policy publication and review obligations for the Board with compliance rules (s46A)."],"plain_english_summary":"**What this law does (mechanically)\n\n- Establishes a corporate body called the National Portrait Gallery of Australia (the Gallery) with a board and a Director (s6, s13, s30).\n- Gives the Gallery explicit functions: to develop, preserve, maintain, promote and provide access to a national collection of portraits, other artworks and related material, and to engage a national audience through exhibitions, education, research and programs (s7).\n- Confers broad operational powers on the Gallery (enter contracts, acquire and lend works, accept gifts, provide financial assistance, act as trustee, occupy land made available by the Commonwealth) and makes the Gallery subject to the Public Governance, Performance and Accountability Act 2013 (PGPA Act) for corporate reporting and resource use (s8, note to s6).\n- Allows the Minister to make Commonwealth land and Commonwealth-owned buildings available to the Gallery by Gazette notice (s9), and to transfer Commonwealth-owned artworks to the Gallery on request of the Board (s10).\n- Sets out how the Gallery may dispose of items from the national collection (sale, exchange, gift, or destruction where there is no saleable value) but subjects disposals to the financial-transaction restrictions in s47 (s11).\n- Establishes the Board’s composition, appointment rules, meeting procedures, delegation powers, and limits (ss15–29A). The Minister appoints Board members and may terminate appointments in prescribed circumstances (s16, s21).\n- Establishes the Director’s role, appointment and termination regime, incompatibility with Board membership, duties to follow Board policies and the PGPA and Public Service Act 1999 where relevant (ss31–40).\n- Sets out finance rules: parliamentary appropriation, how Gallery money must be applied, permitted investment of gifts and proceeds, an investment policy requirement and publication duty, and prohibition on some significant financial transactions without Ministerial approval (ss45–47, 46A).\n- Confers tax exemptions and states some taxation exceptions (s48).\n- Gives the Minister power to give general directions to the Board by legislative instrument (noting some parliamentary procedural limits do not apply to those directions) and to delegate many but not all Ministerial functions (ss50–51).\n- Enables the Governor‑General to make regulations for matters the Act contemplates (s54).\n\n\nWho is affected\n\n- The Minister responsible for the Gallery: appoints Board members, may direct the Board, may make land available and must approve certain financial transactions (ss9,16,21,47,50).\n- The Board and its members: governance, meeting and decision-making procedures, appointment and termination rules (ss13–29A).\n- The Director and Gallery staff: day‑to‑day administration, employment under the Public Service Act 1999, disclosure duties and constraints on outside paid work (ss30–41).\n- Donors, lenders, artists and other owners of portraits and related material: their works can be accepted, loaned, transferred or (in limited circumstances) disposed of by the Gallery (ss8,10,11).\n- Third parties contracting with the Gallery (suppliers, builders, lessors): the Gallery can enter contracts but needs Ministerial approval for transactions above regulatory thresholds and for leases over 10 years (s8, s47).\n- Tax authorities and taxpayers: the Gallery is generally non‑taxable under Commonwealth and State/Territory laws but there are specific taxation provisions that may still apply (s48).\n\n\nWhy it matters (purpose-claims and a practical test against costs and incentives)\n\nPurpose-claims in the Act: the statute creates a national cultural institution to keep and make accessible a national portrait collection and to engage a national audience (s7). It also aims to ensure efficient, effective, economical and ethical use of public resources in doing so (s7(2)).\n\nTesting those claims against costs, incentives and trade-offs (by section):\n\n- Centralised stewardship with public funding: the Gallery is a Commonwealth corporate entity and receives parliamentary appropriation (s6, s45). That centralises ownership/custody of certain cultural assets and places operating costs on the public budget (s45–46). The Board must apply public funds to Gallery purposes only (s46).\n\n- Managerial autonomy vs Ministerial oversight: the Board has broad powers to run the Gallery (s14, s8) and may delegate certain powers (s29A), which supports operational decision-making. But the Minister retains significant levers: appointment and termination of Board members (ss16,21), ministerial directions of a general nature to the Board by legislative instrument (s50), written approval required for major acquisitions/disposals and long leases (s47), and land allocation by Gazette (s9). Those levers create accountability to the executive but reduce unilateral autonomy for the Board on higher‑value transactions and strategic land control.\n\n- Acquisition, disposal and market effects: the Gallery can acquire, hold and dispose of works and may charge fees (s7(3), s8, s11). However, for acquisitions/disposals above amounts set in regulation or for leases over 10 years, Ministerial written approval is required (s47). This creates a transaction-cost barrier for large purchases/sales and a political/administrative check on high-value decisions, which can slow responsiveness to market opportunities or affect bargaining power with sellers or lenders.\n\n- Use of donated funds and trusts: the Gallery can accept gifts and act as trustee (s8(2)(f)–(g)). Money held on trust must be dealt with according to trustee obligations (s8(3)). The Board may invest gifts and specific proceeds but must operate under a published investment policy (s46(3), s46A). Publication and review duties create transparency and internal constraints but also compliance and reporting costs.\n\n- Staff and employment: staff must be engaged under the Public Service Act 1999 and the Director and staff form a Statutory Agency (s41). That anchors industrial, HR and administrative rules to the broader public service framework, which standardises employment but limits flexibility compared with private institutions.\n\n- Regulatory and operational powers: regulations may cover liquor supply on Gallery premises and control of entry and conduct on Gallery land (ss52–53). Those regulatory powers enable the Gallery to manage venue activities but may supplant local ACT laws while in force (s52(2)).\n\n- Concentrated benefits and diffuse costs: the statute concentrates decision and governance benefits on Board members, the Director and stakeholders who interact closely with the Gallery (appointments, approvals, gifts policy), while costs (budget appropriation, regulatory oversight) are diffuse to taxpayers (ss16,21,45,50). Where the Gallery accepts donations, donors obtain concentrated benefit (preservation, publicity) while the Gallery bears ongoing conservation costs (s8, s7).\n\n- Compliance and implementation risks: cross-references to the PGPA Act, the Public Service Act and Acts Interpretation Act mean the Gallery inherits complex compliance obligations (note to s6; s41; delegation notes). Ministerial approval requirements (s47), direction powers (s50) and delegation exclusions (s51(2)) create practical coordination points where delays or policy conflicts can arise.\n\n\nWho pays, who decides, and what behaviour changes\n\n- Who pays: core funding comes from Parliament (s45); the Gallery can also raise fees (s7(3)) and accept gifts/bequests (s8(2)(f)). Where the Gallery uses trust funds, it must comply with trust obligations (s8(3)).\n- Who decides: the Board decides operationally (s14); the Minister appoints Board members and can direct the Board on general matters and must approve certain high-value transactions and delegations (ss16,21,47,50,51). The Director manages day-to-day administration under Board policies (ss31–33).\n- Behaviour changes expected: establishment of governance and approval processes will channel acquisition, disposal, leasing and investment decisions through the Board and (for high-value items) through Ministerial approval (s11, s47). The Gallery will operate within public service employment and PGPA reporting frameworks (s41, note to s6), increasing administrative compliance relative to a private gallery.\n\n\nConcrete legal risks and trade-offs to note\n\n- Ministerial directions are by legislative instrument but are limited to being \"of a general nature\" (s50(2)); however the Act excludes some procedural parliamentary checks (Legislation Act disallowance and sunsetting exceptions noted in s50), which reduces direct parliamentary oversight of particular directions.\n- Ministerial approval thresholds for transactions are set by regulation (s47). The practical effect depends on the threshold amounts chosen by regulation — high thresholds preserve Board autonomy; low thresholds increase Ministerial control.\n- The Act ties the Gallery into broader public governance rules (PGPA Act) and Public Service employment conditions (note to s6; s41). That supports public accountability but also introduces administrative and cost structures that differ from private cultural organisations.\n\n\nKey sections to consult for a particular operational question\n\n- Functions and fees: s7\n- Powers and trustee duties: s8\n- Minister making land available: s9\n- Acquiring Commonwealth works: s10\n- Disposal rules for collection items: s11\n- Board composition, appointment and delegations: ss13–29A\n- Director role, appointment and termination: ss30–40\n- Finance, investment policy and restrictions on transactions: ss45–47, 46A\n- Ministerial directions and delegation rules: ss50–51\n- Regulations and regulatory powers (liquor, control of premises): ss52–54\n\n"},"issue_detection":{"absurdities":[{"type":"impossible_compliance","section":"6(3)","severity":"medium","reasoning":"Section 6 establishes the Gallery (including the seal requirement) simultaneously with or before the Board is constituted under Part 3. The seal's custody depends on Board direction, but no Board direction can exist at the moment of establishment. This creates a bootstrapping impossibility for the seal's initial custody.","confidence":0.72,"description":"The Gallery's seal must be kept in custody directed by the Board, but the Board does not exist until its members are appointed under section 16. During the initial period before any Board members are appointed, there is no Board to direct the custody of the seal, yet the Gallery as a body corporate theoretically exists and must have a seal."},{"type":"impossible_compliance","section":"46(4) and 46A(1)","severity":"high","reasoning":"The mandatory compliance requirement in s46(4) depends on the existence of a policy that the Board has discretionary power to create or not create. If the Board exercises its discretion not to formulate a policy, the Gallery is permanently unable to exercise the investment power in s46(3) even though that power is expressly granted. The 'may' in s46A(1) combined with the 'must' in s46(4) creates a practical trap.","confidence":0.85,"description":"Section 46(4) mandates that investments under s46(3) must be made in accordance with a policy 'in force' under s46A, but s46A(1) only says the Board 'may' formulate such a policy. If the Board never formulates a policy, s46(4) renders s46(3) investments permanently impossible to make lawfully, despite the Gallery having express power to make them."},{"type":"other","section":"7(4)","severity":"low","reasoning":"While this reflects standard Commonwealth drafting, the provision places an obligation on the Gallery to self-assess a constitutionally contested legal boundary with no guidance whatsoever. The Act provides no mechanism or criteria for the Gallery to determine when a fee crosses into taxation territory, making compliance inherently uncertain.","confidence":0.55,"description":"The prohibition that a fee 'must not be such as to amount to taxation' is circular and unworkable without any definition or criteria distinguishing a fee from taxation. There is no definition of 'taxation' in the Act, and the constitutional distinction between a fee for service and a tax is notoriously fact-dependent and contested."},{"type":"other","section":"16(6)","severity":"low","reasoning":"The minimum Board size under s15 is 5 (Chair + Deputy Chair + 3 others). Section 16(6) treats operating at exactly 5 as the threshold, meaning the 'below 5' condition can be triggered by the loss of a single member and sustained for a year. The provision blurs the line between a tolerated temporary shortfall and a structural norm.","confidence":0.6,"description":"Section 16(6) states Board functions are not affected when membership falls below 5 but not below 3 for up to 12 months. However, s15 establishes a Board of at minimum 5 members (Chair + Deputy Chair + at least 3 others). The reference to 'falling below 5' is therefore the ordinary minimum operating state tolerated for up to 12 months, making the provision describe a near-permanent possible condition rather than a temporary exception."},{"type":"other","section":"29A(1)","severity":"medium","reasoning":"Section 11 is drafted to require a Board resolution, implying collective deliberation and satisfaction. Delegating this to a single Board member under s29A collapses a multi-member governance safeguard for disposal of potentially valuable national collection items into a unilateral decision, which arguably undermines the purpose of the safeguard.","confidence":0.7,"description":"The Board may delegate its disposal powers under section 11 to, among others, a Board member. However, section 11 requires the Board itself to be 'satisfied' that items are unfit or not required before resolving to dispose. Delegating this satisfaction and resolution power to a single Board member effectively bypasses the collegiate board decision-making process that section 11 contemplates."},{"type":"other","section":"52(1) and 52(2)","severity":"low","reasoning":"If the Gallery operates premises elsewhere (e.g. interstate or in external territories), s52's regime does not apply and local liquor laws would govern instead. This inconsistency with the Act's stated geographic scope is a drafting anomaly, though not necessarily absurd given the Gallery's actual location.","confidence":0.65,"description":"Section 52 only applies to Gallery premises in the Australian Capital Territory, yet section 5 extends this Act both within and outside Australia and to every external Territory. The liquor regulation provision is territorially inconsistent with the Act's extended geographic reach, leaving Gallery premises outside the ACT entirely unaddressed."},{"type":"other","section":"2","severity":"low","reasoning":"While anticipatory cross-references are common in Commonwealth drafting (particularly where concurrent reform packages are planned), the Act as drafted purports to impose obligations by reference to an Act that post-dates its own enactment. This is only workable because commencement was deferred to 2013, but creates a logical oddity in the instrument itself.","confidence":0.6,"description":"The Act is titled the 'National Portrait Gallery of Australia Act 2012' and was enacted in 2012, but does not commence until 1 July 2013. The note in s6(2) states the Public Governance, Performance and Accountability Act 2013 applies to the Gallery — a statute that did not exist when this Act was enacted in 2012. The Act thus relies on a cross-reference to legislation that did not exist at the time of enactment."}],"contradictions":[{"severity":"medium","section_a":"11(1)","section_b":"29A(1)","confidence":0.75,"description":"Section 11(1) requires the Board (as a collective body) to 'resolve' and be 'satisfied' before disposal of collection items, suggesting a multi-member deliberative process. Section 29A(1) permits delegation of these powers to a single Board member, which effectively allows one person to make a decision the Act specifically frames as requiring collective Board satisfaction and resolution."},{"severity":"high","section_a":"46A(1)","section_b":"46(4)","confidence":0.85,"description":"Section 46A(1) gives the Board a discretionary power ('may') to formulate an investment policy. Section 46(4) makes compliance with such a policy mandatory for investments under s46(3). The combination means that if no policy is formulated (a lawful choice under s46A(1)), the Gallery is nonetheless legally prohibited from making investments under s46(3) since there is no policy to comply with, rendering an express statutory power inoperative."},{"severity":"low","section_a":"14(1)","section_b":"31(1)","confidence":0.55,"description":"Section 14(1) makes the Board 'responsible for ensuring the proper and efficient performance of the Gallery's functions', while s31(1) makes the Director 'responsible for the day-to-day administration of the Gallery'. These responsibilities overlap without clear delineation. Section 31(3) requires the Director to follow Board directions, but if the Director's administration is deficient, it is unclear whether the Board's oversight responsibility or the Director's administrative responsibility takes precedence for accountability purposes."},{"severity":"medium","section_a":"8(3)","section_b":"47(1)","confidence":0.78,"description":"Section 8(3) provides that trust property 'must' be dealt with in accordance with the obligations of the Gallery as trustee 'despite anything contained in this Act'. Section 47(1) imposes restrictions on financial transactions (including disposals) requiring Ministerial approval. If trust obligations require disposal of trust property in a manner that would otherwise require Ministerial approval under s47, the 'despite' override in s8(3) and the mandatory requirement of s47 conflict directly."},{"severity":"low","section_a":"39(1)","section_b":"39(2)","confidence":0.65,"description":"Section 39(1) says the Board 'may' terminate the Director's appointment on listed grounds. Section 39(2) says the Board 'must not' terminate without Ministerial agreement. This creates an asymmetry: the grounds in s39(1)(c) (bankruptcy etc.) are mandatory termination grounds for Board members under s21(2), but only discretionary grounds for the Director under s39(1). The Director thus has superior tenure protection against financial failure compared to Board members, which appears inconsistent with the Director being the senior executive officer."},{"severity":"low","section_a":"11(3)","section_b":"11(4)","confidence":0.6,"description":"Section 11(3) says the Gallery 'may' dispose of items following a Board resolution. Section 11(4) makes s11(3) subject to section 47. However, section 47(1)(b) applies to disposals where the value exceeds a prescribed amount. If a Board has validly resolved to destroy an item under s11(2) (having found no saleable value), s47 would not logically apply since there is no 'consideration' for the disposal. The cross-reference to s47 as a constraint on destruction is therefore potentially meaningless, creating ambiguity about whether destruction requires any financial transaction approval at all."}]},"kimi_summary":{"_metrics":{"completionTokens":556},"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"The legislation remains focused on its original purpose: establishing the National Portrait Gallery as a corporate Commonwealth entity with appropriate governance, collection management and financial controls. No significant scope creep detected."},"complexity_factors":["Standard corporate Commonwealth entity structure with familiar governance patterns","Multiple cross-references to other Acts (Public Governance, Performance and Accountability Act 2013, Public Service Act 1999, Acts Interpretation Act 1901)","Conditional logic for Board quorum when members must recuse themselves (section 24)","Nested approval requirements: Board resolutions for disposals subject to section 47 financial restrictions","9-year cumulative term limit for Board members (section 16(5))","Ministerial approval required for Director appointment, termination, and acting appointments","Delegation framework with specific exclusions (section 51)","Investment policy requirements with compliance rules that don't invalidate transactions (section 46A)"],"plain_english_summary":"This Act creates the **National Portrait Gallery of Australia** as a corporate body that can own property, enter contracts, and be sued in its own name.\n\n**What the Gallery does:**\n- Builds and cares for a **national collection** of portraits, other artworks, and related material — with a focus on portraits that reflect Australia's identity, history, diversity and culture\n- Runs exhibitions, education programs, research, publications and online programs to engage the public\n- Can charge fees for services, but not taxes\n\n**How it's run:**\n- A **Board** of 5–9 part-time members (Chair, Deputy Chair, and 3–7 others) oversees the Gallery, appointed by the Minister for up to 3-year terms\n- A **Director** handles day-to-day operations, appointed full-time for up to 5 years\n- Staff are employed under the Public Service Act\n\n**Key powers and limits:**\n- Can buy, borrow, commission or accept gifts of artworks\n- Can sell, exchange or give away collection items — but only if the Board decides they're \"unfit\" or \"not required,\" and destruction is only allowed if an item has no saleable value\n- **Ministerial approval required** for major purchases, sales, building contracts or leases over 10 years (above dollar thresholds set in regulations)\n- Can accept donations and act as trustee for money or property held on trust\n- Exempt from most taxes\n- The Minister can give general directions to the Board\n\n**Why it matters:**\nThis legislation gives the National Portrait Gallery independent legal status and clear rules for managing Australia's portrait collection, while ensuring ministerial oversight of major financial decisions."},"flash_summary_failed":{"failed":true,"reason":"A positive credit balance is required for all requests, including BYOK, so fallback providers remain available. Add credits at https://vercel.com/d?to=%2F%5Bteam%5D%2F%7E%2Fai%3Fmodal%3Dtop-up to continue.","source":"analysis-cron"},"summary":{"complexity_score":4,"scope_assessment":{"changed":false,"description":"The Act does exactly what it says on the tin: it establishes the National Portrait Gallery of Australia, sets up its governance structure, and provides a legal framework for managing the national collection. There is no evidence of scope creep from the original intent. The inclusion of broader artworks and 'related material' alongside portraits is explicitly built into the founding purpose, not a later expansion."},"complexity_factors":["Multiple interlocking governance layers: Minister, Board, Chair, Deputy Chair, Director — each with distinct powers and relationships","Cross-references to several other Commonwealth Acts (Public Governance, Performance and Accountability Act 2013; Public Service Act 1999; Remuneration Tribunal Act 1973; Lands Acquisition Act 1989; Acts Interpretation Act 1901)","Nuanced financial controls: different investment rules apply to gifted money vs. appropriated funds, with regulation-prescribed dollar thresholds for ministerial approval","Distinction between the Gallery as a corporate entity and the Crown's immunities (the Gallery doesn't get the legal protections the government itself enjoys)","Trust property obligations sit alongside normal corporate governance rules, creating parallel compliance streams","Significant portions of the Act are duplicated in the provided text, making navigation confusing — though this is a formatting issue rather than a legal complexity"],"plain_english_summary":"The Act establishes the National Portrait Gallery of Australia as a formal Commonwealth institution, giving it legal standing to collect, display, buy, accept, loan, sell or (in rare cases) destroy portraits and related works. It affects the public (access and fees), artists and donors (acquisition and disposal rules), a part-time appointed Board and a full-time Director, and taxpayers (Parliamentary funding, tax exemptions). The Minister retains limited policy oversight; the Gallery can operate nationwide and enforce conduct on its premises."}},"importantCases":[],"_links":{"self":"/api/acts/national-portrait-gallery-of-australia-act-2012","history":"/api/acts/national-portrait-gallery-of-australia-act-2012/history","analysis":"/api/acts/national-portrait-gallery-of-australia-act-2012/analysis","conflicts":"/api/acts/national-portrait-gallery-of-australia-act-2012/conflicts","importantCases":"/api/acts/national-portrait-gallery-of-australia-act-2012/important-cases","documents":"/api/acts/national-portrait-gallery-of-australia-act-2012/documents"}}