The Act defines several key concepts that underpin its operation. “Council” means the Council of Trustees of the National Gallery of Victoria constituted under the Act (s 4(1)). The Council is a body corporate with perpetual succession and a common seal, capable of suing and being sued and of taking, purchasing, leasing, holding, selling and disposing of real and personal property for the purposes of the Act (s 5(2)). Critically, in performing its functions and exercising its powers the Council represents the Crown (s 5A), but it is subject to the direction and control of the Minister (s 5B). “Director” means the Director of the National Gallery of Victoria appointed under section 12 (s 4(1)) and serves as the chief executive officer of the Council with control and management of its day-to-day affairs in accordance with directions given by the Council (s 12(2)). “National Gallery” means the National Gallery of Victoria established under the Act (s 4(1); s 4A). The National Gallery must be conducted on the National Gallery land and at any other places that the Minister approves from time to time by notice published in the Government Gazette (s 4A(2)). “National Gallery land” means the land shown as Parcel B on the plan numbered LEGL./00-04 lodged in the Central Plan Office (s 4(1)), and special provisions in Division 2A of Part II govern the management of that land. “State collection” is not defined in the definitions section but is referenced throughout the functions and property provisions as the collection of works of art held by the Council. In contrast, “development collection” is defined as the development collection established by the Council within the State collection in the National Gallery (s 4(1)). The development collection is subject to distinct rules: works in the development collection may be sold, exchanged, leased or otherwise disposed of in accordance with by-laws (s 14(2B)), and the Council cannot acquire works for the development collection unless moneys used are paid out under a special trust, made available for that purpose, or represent proceeds from disposal of other development collection works (s 14(2C)). No works that were in the State collection at the commencement of the National Gallery of Victoria (Development Collection) Act 1976 may be included in the development collection (s 14(2D)). A “regional art gallery” is defined as an art gallery situated and conducted outside the metropolitan area within the meaning of the former Melbourne and Metropolitan Board of Works Act 1958 (as in force immediately before its repeal) or any area declared by the Governor in Council to be the metropolitan area (s 4(1)). The Governor in Council may by Order published in the Government Gazette declare an area to be the metropolitan area, and such an Order may incorporate any matter contained in any document formulated, issued, prescribed or published by any person, except that incorporation of a map or plan of land requires the map or plan to be lodged in the Central Plan Office (s 4(2)-(4)). “Film friendly principles” and “film permit” have the same meanings as in the Filming Approval Act 2014 (s 4(1)). The Act also provides for the concept of a quorum (a majority of members for the time being, s 9), resolutions without meetings (s 9A), and conflicts of interest (s 9B).

The Act directly affects several categories of persons and bodies. Primarily, it affects the members of the Council of Trustees, of whom there are 11 appointed by the Governor in Council (s 6(1)). Among these, one must hold a senior academic office in the visual arts in a Victorian university, one must have relevant experience in relation to regional art galleries, one must be distinguished in business administration, one distinguished in finance, and seven others nominated by the Minister (s 6(1)(a)-(e)). Members hold office for up to three years and are subject to a nine-year consecutive term limit, unless they are the President or have been absent from the Council for three years or more (s 6(2), (2A)). The President, appointed by the Governor in Council from among the members, chairs meetings and has a casting vote (s 8). Members are entitled to remuneration and allowances fixed by the Governor in Council (s 10) but membership is not an office of profit under the Crown that would disqualify a person from sitting in the Victorian Parliament (s 10A). The Act also affects the Director, who is appointed by the Council with Ministerial approval for up to five years and may be removed only with Ministerial approval (s 12). The Director serves as chief executive officer with day-to-day management responsibilities. Staff employed by the Council under section 12A are affected, as are officers and employees of the public service designated for transfer under Division 4 of Part II (ss 22-24). The Minister exercises significant control, giving directions and approvals on matters including the conduct of the National Gallery at other places (s 4A(2)), appointment and removal of the Director (s 12), and advice on general policy (s 13(1)(f)). The Governor in Council is involved in appointments, approving property transactions (s 14), and making regulations (s 19). Outside the Council, the Act affects persons and bodies with whom the Council contracts, leases or licences land (ss 13A, 17A, 17B), donors and lenders of works of art (ss 14(4), 14(5)), persons submitting property for valuation or prize consideration (s 16), and those claiming unclaimed property. The Act also indirectly affects the public who visit the National Gallery, attend public programs and exhibitions (s 13(1)(ca)), and use the State collection for study or research (s 13(1)(c)). Regional art galleries and bodies established for the promotion of art receive assistance and leadership from the Council (s 13(1)(e)-(g)). Persons engaged in filming on National Gallery land are affected because the Act is filming approval legislation (s 4B) and regulations concerning film permits must adhere to film friendly principles (s 19(2)). Finally, any person or entity that is a lessee, licensee, contractor or recipient of loans from the Council is directly impacted.

The Act imposes several core duties on the Council and its members. The primary duty is to perform the functions set out in section 13, which include controlling, managing, operating, promoting, developing and maintaining the National Gallery and its land, maintaining and promoting the State collection, making the collection available, conducting public programs and exhibitions, and providing leadership in art gallery services in Victoria. In carrying out its functions, the Council must endeavour to contribute to the enrichment of the cultural, educational, social and economic life of the people of Victoria (s 13(2)). The Council is subject to the direction and control of the Minister (s 5B). Members have a duty to declare conflicts of interest: if a member has a direct or indirect pecuniary interest in a matter being considered that could conflict with proper performance of duties, the member must declare the nature of the interest as soon as practicable (s 9B(1)). The Council or President must table the declaration at the next meeting and record it in the minutes (s 9B(2)). A conflicted member must not be present during deliberations on the matter unless the Council directs otherwise, is not entitled to vote, and must not participate in any direction under that provision (s 9B(3)-(5)). The Act provides a safe harbour: a member is not regarded as having a conflict of interest in relation to supply of goods or services available to the public on the same terms, or in contracts where the member’s beneficial interest does not exceed 1% of total nominal value (s 9B(6)). The Council has a duty to meet on at least six occasions in each year at times and places determined by the President or the Council (s 8(8)). The Council must keep an account into which all moneys received are paid and from which all moneys expended are paid, except moneys subject to special trusts (s 18). The Council also has a duty to ensure that any by-laws it makes are not inconsistent with regulations (s 18A). In relation to disposal of works of art in the State collection, the Council must first resolve that retention of that work is unnecessary and inappropriate to its activities before the Governor in Council may approve sale, exchange or disposal (s 14(2)). Before disposing of unclaimed property, the Council must give at least six months’ notice to the owner or by gazette and newspaper (s 16(2)). The Act confers several important rights on the Council: the right to grant leases of National Gallery land for up to 30 years (aggregate, with extensions not exceeding 30 years, plus up to three months holdover at lessor’s discretion) (s 17A), and to grant licences for up to seven years (s 17B). The Council may accept or take on loan, or out of available moneys purchase, any personal property (s 14(3)). It may accept conditional donations or gifts with the condition that the work remain with the donor during life or other agreed period and be handed over when requested (s 14(4)). The Council may lend works of art to such persons or for such purposes as it thinks fit (s 14(5)). The Council has borrowing and investment powers under the Borrowing and Investment Powers Act 1987 (s 18AA). The Council may delegate its functions or powers (except the power of delegation and the power to make by-laws) to committees (including at least two Council members), the Director, any member, or any staff member (s 11B). The Director has the right to hold office for up to five years and to be re-appointed (s 12). Former Council members benefit from a statutory immunity: no action lies against a member or former member for anything done or omitted in the bona fide exercise of powers conferred or reasonably believed to be conferred by the Act (s 15).

The Act itself does not create any express penalty or offence provisions. Enforcement is primarily structural and administrative rather than punitive. The key enforcement mechanisms flow from the control the Minister exercises over the Council. The Council is subject to the direction and control of the Minister (s 5B), which means the Minister can give binding directions about how the Council performs its functions and exercises its powers. Non-compliance with a ministerial direction could lead to removal of members under section 7(1)(f), which provides that the office of a member becomes vacant if the member is removed from office by the Governor in Council. This is the most significant enforcement power: the Governor in Council can remove any member at any time for any reason or no reason, subject to no stated criteria in the Act. Additionally, a member may be removed if, without leave granted by the President, the member fails to attend four successive meetings of the Council (s 7(1)(e)). That provision acts as a de facto attendance penalty, though it is automatic upon the condition being satisfied. The Act does not provide for monetary penalties, fines or criminal sanctions for breach of its provisions. However, the Council has power to make by-laws under section 18A, which could potentially impose penalties (though the Act does not expressly authorise penalties in by-laws; it merely states by-laws may be made for certain purposes). The Governor in Council may make regulations under section 19, but the subsections that previously empowered regulation of penalties (s 19(1)(c)-(g)) were repealed by the Arts Institutions (Amendment) Act 1994. The current regulation-making power is limited to the conduct of proceedings of the Council, management of its affairs, and any matters necessary or expedient to prescribe for carrying the Act into effect (s 19(1)(a), (b), (h)). Any regulations made for or with respect to the issuing of film permits must not be inconsistent with film friendly principles (s 19(2)). The Act does not specify consequences for breaching a by-law or regulation, though general Victorian law would apply. Conflict of interest provisions are enforced through procedural rules: a vote by a conflicted member must be disallowed (s 9B(4)). The requirement that the Council meet at least six times a year is mandatory but carries no stated penalty. Financial accountability is addressed through the requirement to keep an account (s 18), and the Borrowing and Investment Powers Act 1987 would impose its own controls. The absence of penalty provisions in the Act itself means that legal consequences for misconduct would arise under general law (e.g., breach of fiduciary duty, misfeasance in public office) or under other legislation such as the Public Administration Act 2004 (which applies to Council members other than Part 3, per s 6(3)). The immunity provision in section 15 protects members from suit for bona fide acts, but this would not protect against actions taken in bad faith or outside the scope of powers.

The Act expressly references and interacts with several other Victorian statutes. First, the Filming Approval Act 2014 is integrated into the Act by section 4B, which provides that the National Gallery of Victoria Act 1966 is filming approval legislation within the meaning of that Act. Consequently, any regulations made under section 19 for or with respect to film permits must not be inconsistent with film friendly principles as defined in the Filming Approval Act 2014 (s 19(2)). This imposes a substantive constraint on the content of regulations. Second, the Act overrides the Land Act 1958 and the Crown Land (Reserves) Act 1978 in relation to the management of National Gallery land. Section 17 provides that Division 2A of Part II (which confers on the Council powers to grant leases and licences) has effect despite anything to the contrary in those two Acts. This means the Council can grant leases for up to 30 years and licences for up to seven years over National Gallery land without being constrained by the usual Crown land management regimes. Third, the Public Administration Act 2004 applies to a member of the Council in respect of the office of member, other than Part 3 of that Act (s 6(3)). This brings Council members within the general public sector employment and conduct framework but exempts them from Part 3 (which deals with the public sector standards and codes of conduct). Fourth, the Borrowing and Investment Powers Act 1987 confers on the Council its borrowing and investment powers (s 18AA), meaning the Council must comply with the provisions of that Act when it borrows money or invests funds. Fifth, the Constitution Act 1975 is referenced in section 10A, which provides that membership of the Council is not an office of profit under the Crown that would prevent a member from sitting or voting in the Legislative Council or Legislative Assembly, avoid their election, or subject them to penalty under that Act. This interaction ensures that Council membership does not disqualify a person from being a Member of Parliament. Sixth, the State Superannuation Act 1988 applies to staff transferred from the public service to the Council under section 24; such staff continue to be officers within the meaning of that Act while serving with the Council (s 24(2)). Seventh, the Victorian Arts Centre Act 1979 is mentioned in section 13A(2)(a)(i), which authorises the Council to enter into contracts, agreements or arrangements with the Victorian Arts Centre Trust constituted under that Act. Eighth, the transitional provisions in section 20 and 21 interact with the repealed State Library National Gallery National Museum and Institute of Applied Science Act 1960 and the Museums Act 1983, preserving regulations made under the former. Finally, the Act interacts with the general law of trusts through provisions relating to special trusts (ss 14(2C)(a), 18(3)) and the preservation of specific bequests such as the Felton Bequest and others (s 20(f)). The Act’s successions provisions (s 20) ensure continuity of legal rights and obligations from the former trustees of the National Gallery to the Council.

The Act has been amended many times since its original enactment in 1966. The first significant amendment was the National Gallery of Victoria Act 1972 (No. 8340), which inserted provisions enabling the Council to purchase property on deferred payment terms (s 14(3A)) and to agree to indemnify persons in connection with gifts, loans or sales of property (s 14(6)). The National Gallery of Victoria (Development Collection) Act 1976 (No. 8846) was a major amendment that introduced the concept of the development collection, added definitions, and established special rules for its acquisition and disposal (ss 14(2A)-(2D), 18A). The National Gallery of Victoria and the Victorian Arts Centre (Terms of Appointment of Members) Act 1981 (No. 9600) amended section 6(2) regarding term of office. The Statute Law Revision (Repeals) Act 1982 (No. 9863) repealed spent provisions including the Schedule. The Museums Act 1983 (No. 9902) inserted section 21 with transitional provisions for regulations. The Arts Institutions (Amendment) Act 1994 (No. 29) was a key amending Act: it inserted sections 5A (Council represents the Crown), 5B (subject to Minister control), 10A (membership not office of profit), 18A (by-law making power), and made changes to membership appointments, qualifications and removal. It also repealed the former penalty provisions in section 19(1)(c)-(g). The Arts Institutions (Amendment) Act 1996 (No. 61) was another major overhaul. It introduced the current position of Director (replacing earlier references), inserted provisions for committees (s 11A), delegation (s 11B), resolutions without meetings (s 9A), conflicts of interest (s 9B), staff employment (s 12A), expanded functions (s 13(1)(ca), (g)), and added the borrowing and investment powers (s 18AA) and further transitional provisions for staff transfer (ss 22-24). The Arts Acts (Amendment) Act 1998 (No. 59) changed the composition of the Council from 9 to 11 members and inserted section 25 saving for the reconstituted Council. The Arts Legislation (Amendment) Act 2000 (No. 34) was significant, inserting the current provisions for National Gallery land, including Division 2A (ss 17-17B) on leases and licences, and amendments to sections 4A (conduct of the Gallery), 13 (functions) and 14 (property). The Public Administration Act 2004 (No. 108) amended section 6(3) to apply that Act to Council members. The Water (Governance) Act 2006 (No. 85) amended definitions and inserted provisions for declaring metropolitan area. The Filming Approval Act 2014 (No. 51) inserted section 4B and amended section 19 to require consistency with film friendly principles. Finally, the Parks and Crown Land Legislation Amendment Act 2017 (No. 53) amended the definition of National Gallery land and the map incorporation provision. The Act is reprinted incorporating amendments to 15 December 2017 (Version 047).

The Act as published contains no references to any litigation, court proceedings, or judicial interpretations. The text does not cite any cases, and the endnotes provide only legislative amendment information and explanatory details about transitional provisions. No case names or court decisions are mentioned in the Act itself. This is typical for a constituent Act that establishes a statutory body and confers powers rather than creating private rights or offences that would naturally generate litigation. However, it is possible that disputes have arisen under the Act in the Victorian courts, particularly regarding property transactions (such as the validity of disposal of works of art under section 14), the scope of the Council’s powers, or the application of the land management provisions. The Act’s provision (s 15) that no action lies against a member for acts done in bona fide exercise of powers might have been tested, but no such cases are recorded in the source. The Act also interacts with the Filming Approval Act 2014, which may have its own litigation history but is not referenced here. Researchers would need to consult Victorian case law databases to determine whether any decisions have interpreted this Act. Without that external research, based solely on the source text, the litigation history is silent. It is worth noting that the Act’s consistent amendment history suggests that the legislature has responded to administrative or policy needs rather than to judicial decisions. The absence of litigation history in the Act itself does not mean no cases exist, but the deep dive must be grounded only in the source provided.

Practitioners advising the Council or dealing with the Act should be alert to several provisions that may operate unexpectedly. First, the nine-year consecutive term limit in section 6(2A) is absolute: a person who has been a member for nine consecutive years ceases to hold office and is not eligible for re-appointment unless that person is or was the President immediately before expiry, or three years have elapsed since last membership. This means even a highly valued member cannot serve beyond nine continuous years except in very limited circumstances. The transitional note (endnote 1) confirms this applies to members who had already served nine years at the time of amendment. Second, the conflict of interest provisions (s 9B) are strict and apply not only to voting but also to being present during deliberations unless the Council directs otherwise. The safe harbour for interests under 1% is narrow; any direct or indirect pecuniary interest that could conflict must be declared. Third, the disposal of works of art from the State collection requires a Council resolution that retention is “unnecessary and inappropriate” and then Governor in Council approval (s 14(2)). This is a higher threshold than simple commercial decision-making. Works in the development collection, however, can be disposed of by by-law without such resolution (s 14(2B)), but the funds used to acquire development collection works are tightly restricted (s 14(2C)). Fourth, the Council’s power to grant leases over National Gallery land has an aggregate term limit of 30 years including extensions (s 17A(3)(a)), and a holdover period of no more than three months (s 17A(3)(b)). Licences are limited to seven years (s 17B(2)(a)). These limits cannot be circumvented. Fifth, the delegation power in section 11B expressly excludes the power to delegate the power of delegation itself or the power to make by-laws. Any purported delegation of by-law making is void. Sixth, the Council must meet at least six times each year (s 8(8)). A failure to do so could expose the Council to ministerial intervention. Seventh, the immunity in section 15 protects only acts done in the “bona fide exercise of powers conferred or reasonably believed to have been conferred”. It does not protect acts outside the scope of powers or made in bad faith. Eighth, the requirement that regulations concerning film permits be consistent with film friendly principles (s 19(2)) means the Council cannot by regulation impose overly restrictive filming conditions. Ninth, the Council represents the Crown (s 5A), which may affect contractual liability, the application of certain statutes (e.g., Crown immunity), and the capacity to enter into certain agreements. Tenth, the Act overrides the Land Act 1958 and the Crown Land (Reserves) Act 1978 for National Gallery land management (s 17), but it does not override other legislation such as planning or environment laws. Eleventh, the definition of “regional art gallery” depends on an historical reference to the repealed Melbourne and Metropolitan Board of Works Act 1958 and any order of the Governor in Council (s 4(1)). Practitioners should verify the current metropolitan area declaration. Twelfth, the transitional provisions for transferred staff (s 24) guarantee that terms and conditions are no less favourable in aggregate, but the Treasurer determines long service leave payments out of the Consolidated Fund (s 24(4)). Finally, the Act does not contain any express provision for indemnification of members beyond the limited immunity in section 15; the Council may wish to consider separate indemnity arrangements for directors and officers.

For the Council of Trustees, compliance requires careful adherence to both procedural and substantive obligations. The Council should ensure all appointments are made by the Governor in Council in accordance with the composition requirements of section 6(1), verifying the qualifications of each nominee (senior academic in visual arts, regional gallery experience, business administration, finance, and ministerial nominees). Each member should be issued an instrument of appointment specifying a term not exceeding three years. Before accepting appointment, the Council should check whether any proposed member has already served nine consecutive years and, if so, ensure eligibility for re-appointment only if the member is or was President or the three-year gap applies (s 6(2A)). At the first meeting after each appointment, the Council should elect or confirm the President or note the Governor in Council’s appointment (s 8). The Council must hold at least six meetings each year (s 8(8)), and should maintain a schedule and keep proper minutes. At each meeting, a quorum of a majority of members must be present (s 9). For any matter where a member may have a direct or indirect pecuniary interest, the member must declare it as soon as practicable, and the declaration must be tabled at the next meeting and recorded in minutes (s 9B(1)-(2)). The conflicted member must not vote and should leave deliberations unless the Council directs otherwise (s 9B(3)-(5)). The Council should adopt a standing conflict of interest policy and ensure members complete disclosure forms. The Council may pass resolutions without a meeting under section 9A by giving notice to all members of the proposed resolution and obtaining a signed document from a majority (excluding conflicted members). The Council must then advise all members as soon as practicable. The Council should keep a separate account for all moneys received and expended, with trust moneys handled separately (s 18). For any borrowing or investment, the Council must comply with the Borrowing and Investment Powers Act 1987 (s 18AA). Any disposal of a work of art from the State collection requires a Council resolution that retention is unnecessary and inappropriate, followed by Governor in Council approval (s 14(2)). The Council should document the reasons for such resolutions carefully. For the development collection, disposal must be in accordance with by-laws, and acquisition moneys must come only from the permitted sources (s 14(2B)-(2C)). When dealing with National Gallery land, leases must not exceed 30 years in aggregate (including extensions) and may include a holdover of no more than three months at the lessor’s discretion; licences must not exceed seven years (ss 17A, 17B). The Council should ensure any lease or licence is for a purpose not inconsistent with the reservation of the land. The Council may make by-laws under section 18A for exclusion or removal of persons, preservation of works, development collection disposal, and public lectures, but must ensure by-laws are not inconsistent with any regulations. If the Council intends to make regulations regarding film permits, they must comply with film friendly principles (s 19(2)). The Council may establish committees and delegate functions (except delegation and by-law making) under sections 11A and 11B, ensuring any committee with delegated powers includes at least two Council members. The Director should be appointed for a term not exceeding five years with Ministerial approval, and removal requires the same approval (s 12). Staff may be employed under section 12A, and any transferred public service staff retain their entitlements. The Council should also review the transitional provisions for the Felton Bequest and other named bequests to ensure proper management of trust moneys. Finally, the Council should maintain the common seal (s 5(2)) and use it for instruments of delegation and other formal documents. Regular reporting to the Minister and adherence to any ministerial directions are essential to avoid the risk of removal of members.