Sydney Opera House Trust Act 1961

This Act organises a set of related legal concepts around a statutory corporate trustee responsible for a heritage venue. The principal concepts in the text are corporate constitution, objects/powers, governance and appointments, revenue generation, property dealings, regulatory instruments (by-laws and offences), conflicts of interest and administrative safeguards.

Corporate constitution and control. The Trust is a body corporate constituted under the Act (s 3(1)-(2)). The text places the Trust formally under Ministerial control and direction in the exercise of its powers and duties (s 3(1)). The Governor appoints trustees on the Minister’s nomination (s 6(1)); the Governor also appoints the Chairperson on the Minister’s nomination (s 10(1)) and may remove trustees (s 8(2)). These provisions make clear that the Trust is a statutory corporate entity subject to executive appointment and direction.

Objects, functions and commercial scope. The Act defines both cultural objects (administration and presentation of the arts, promotion of artistic taste, encouragement of research into new entertainment methods; s 4(1)) and an explicit power to act profitably in furtherance of those objects (s 4(2)). Schedule 1 lists specific commercial powers such as engaging artists, selling concessions, installing broadcasting apparatus, publishing, acquiring and exploiting intellectual property, and entering contracts to promote the Trust’s objects (Schedule 1(a)-(i)). Those specific powers supplement and do not limit the Trust’s general powers (s 4(3)-(4)).

Revenue streams and funding mechanics. The Act contemplates a mixed revenue model. The Treasurer may pay the Trust a parliamentary appropriation each year (s 20). The Trust may fix and recover admission charges for entry to the Opera House except when a user has exclusive use under s 26 (s 25(1)). The Trust may allow hiring of the premises on terms and conditions with hiring charges (s 26). Schedule 1 explicitly authorises commercial trading activities (food, beverage, retail), vendor licences, broadcasting rights and copyright exploitation, creating multiple private-revenue channels (Schedule 1(c), (e), (f), (g), (h), (i)). Gifts, endowments and bequests may be accepted and are exempt from duties (s 18(1), (3)), and the rule against perpetuities is displaced for conditions attached to such gifts (s 18(2)).

Property and third-party protections. The Trust may dispose of property it deems unfit or surplus and may free property of prior trusts or conditions when it sells or exchanges (s 19(1)-(2)). Importantly, purchasers are protected from inquiry into whether the sale was authorised or properly exercised and need not inquire into application of purchase money (s 19(3)). That mechanism shifts legal risk away from third-party acquirers onto the Trust.

Governance, meetings and delegation. Meeting procedure and decision rules are standard corporate-style rules: majority quorum, majority decisions, casting vote for presiding Chair (s 11(1)-(5)). Business may be transacted by circulation or electronically, with written resolutions and remote participation equally valid (s 11A). The Trust may establish committees, appoint non-trustee members to them, delegate powers to committees and staff, and revoke delegations (s 12(1)-(6)). Staff may be employed in the Public Service under the Government Sector Employment Act 2013 to enable functions (s 16), subject to constitutional limits noted in the Act’s note.

Conflicts and transparency. Trustees must disclose direct or indirect pecuniary interests that may conflict with duties as soon as the trustee becomes aware, and the disclosure must be recorded in a book open for inspection on payment of a Trust-determined fee (s 12A(1)-(3)). After disclosure, the trustee must not be present during deliberations or take part in decisions on the matter unless the Trust determines otherwise (s 12A(4)-(5)). The section applies to committee members and contains a saving that contravention does not invalidate Trust decisions (s 12A(6)).

Enforcement and protection of the asset. The Act creates specific criminal offences for entering or remaining as a trespasser (s 28A), trespass with intent to damage, disrupt operations or commit a punishable offence (s 28B), and intentional or reckless damage (s 28C), with specified maximum penalties and appellate procedure rules (s 28A-28E). By-laws may regulate use, decency, parking and admission to the Opera House, impose penalties up to 50 penalty units and must be approved by the Governor (s 28(1)-(3)).

Administrative safeguards for operations and legal effect. The Act validates acts and proceedings despite vacancies or defects in trustee appointments (s 14(1)-(2)), limits personal liability for trustees and specified officers acting in good faith (s 27(1)), and prescribes custody and formal requirements for the common seal (s 15(1)-(3)). Investment of funds must be in investments authorised for trustees under the Trustee Act 1925, subject to donor restrictions (s 24(1)-(2)).

These concepts form a legal architecture that combines public appointment and oversight, explicit commercial powers and revenue tools, statutory protections for third parties and the asset, and internal accountability measures for conflicts and delegation.

Primary institutional actors affected by the Act are the Trust itself, its trustees, the Minister and the Governor, Trust staff (including public servants engaged under the Government Sector Employment Act 2013), persons hiring the Opera House or entering it, vendors and concession operators, donors and purchasers of Trust property, and courts disposing of offences under the Act.

• Trustees and Chairperson. The Act directly regulates appointment, tenure, reappointment, removal and duties of trustees (s 6, s 8, s 10). Trustees are appointed by the Governor on the Minister’s nomination (s 6(1)). The Act prescribes composition requirements,minimum of two with arts knowledge or experience and at least one young person (18-28 at appointment),which constrains selection pools and shapes trustee demographics and expertise (s 6(2), definition of young person in s 6(6)). Trustees hold office for a period specified in their instrument of appointment, not exceeding three years, are eligible for reappointment but may not hold office for four consecutive terms (s 6(3)-(4)). A trustee may be removed by the Governor for any cause that appears sufficient (s 8(2)). Casual vacancies are filled by Governor appointment on the Minister’s nomination for the residual term (s 6(5)). These arrangements place appointment and removal power in the executive and set turnover dynamics that affect institutional continuity.

• The Minister and Governor. Ministerial influence is explicit: the Trust is “subject to the control and direction of the Minister” in exercising its powers and functions (s 3(1)). The Governor is the formal appointing and removing authority for trustees and the Chairperson, acting on the Minister’s nomination (s 6(1), s 10(1), s 8(2)).

• Staff and employees. The Trust may make use of Public Service employees under the Government Sector Employment Act 2013 to enable its functions (s 16). The Act’s note records that s 59 of that Act allows such persons to be described as officers or staff of the Trust while s 47A of the Constitution Act 1902 precludes the Trust from directly employing staff; practitioners must reconcile those provisions when structuring employment arrangements (s 16 note).

• Users, hirers, vendors and commercial operators. The Trust may set admission charges and hire terms and conditions and collect fees (s 25, s 26). Schedule 1 grants the Trust the power to operate refreshment and vending businesses, grant vendor rights, grant broadcasting licences and sell or licence intellectual property (Schedule 1(c), (e), (f), (g), (h), (i)). These powers affect performers, event organisers, caterers, licensees, broadcasters and other commercial participants who will contract with the Trust or apply for vendor rights.

• Donors and testators. The Trust may accept gifts, endowments, bequests and devises and agree to conditions attached thereto (s 18(1)). The Act removes application of the rule against perpetuities to conditions agreed to by the Trust in relation to such gifts (s 18(2)) and exempts such donations from the Duties Act 1997 (s 18(3)). Donors should be aware the Trust may accept conditions that would otherwise be impermissible under perpetuities rules.

• Purchasers of Trust property. Where the Trust sells property it deems surplus or unfit, subsections protect purchasers by vesting acquired property freed from previous trusts, arrangements or conditions (s 19(2)). Purchasers need not inquire into the validity of the Trust’s internal decision-making or the use of purchase money (s 19(3)), which reduces transactional due diligence burden on third parties acquiring Trust assets.

• The wider public and attendees. People entering or remaining at the Opera House face criminal liability for trespass and for causing damage under the specified sections (s 28A-28C). By-laws can regulate use, behaviour, parking and intoxication, and breaches attract by-law penalties (s 28(1)(a)(iii)-(viii), s 28(2)).

• Courts and prosecutors. The Act prescribes jurisdictional routes for prosecution: most offences under the Act or the by-laws, except s 28B and 28C, are to be dealt with summarily before the Local Court (s 28E(1)). Section 28B and 28C may be prosecuted as indictable offences with the Criminal Procedure Act’s Chapter 5 summary disposal rules applying (s 28E(2)). Additionally, courts are required to take judicial notice of the Trust’s common seal (s 15(3)), which affects evidential practice.

• Other public-sector entities. The Act cross-references the Trustee Act 1925 (investment powers, s 24), the Government Sector Employment Act 2013 (employment of staff, s 16 and s 9 note), the Constitution Act 1902 (treatment of trustees’ office for “office or place of profit” purposes, s 9(2)), the Duties Act 1997 (exemption, s 18(3)), the Interpretation Act 1987 (by-law publication, s 28(3) note) and the Criminal Procedure Act 1986 (s 28E(2)). These cross-references import rules and administrative interactions that affect compliance and operations.

In short, the Act affects executive decision-makers (Minister/Governor), internal governance actors (trustees, staff, committees), commercial counterparties and users (hirers, vendors, ticketed public), donors, purchasers, and courts. It assigns revenue-raising powers to the Trust while embedding executive oversight and statutory protections for third parties.

The Act imposes duties on trustees and creates rights and powers for the Trust as an entity. It also prescribes procedural duties and rights for third parties in transactions and enforcement.

Duties of trustees and the Trust. Trustees must exercise the powers, authorities, duties and functions conferred by the Act subject to Ministerial control and direction (s 3(1)). This places an obligation on trustees to act within any Ministerial directions when performing statutory functions. Trustees are required to disclose direct or indirect pecuniary interests that conflict with their duties as soon as practicable and to record particulars in a disclosure book that is open to inspection on payment of a Trust-determined fee (s 12A(1)-(3)). After disclosure, the trustee must not be present during deliberations or take part in decision-making about the matter unless the Trust otherwise determines (s 12A(4)). Trustees must also be present at meetings to contribute to decisions; meetings require a majority quorum, and decisions are by majority (s 11(2)-(4)). Trustees are entitled to allowances for conveyance and subsistence when travelling to meetings and on Trust business, in amounts determined by or under the by-laws (s 13).

Rights and powers of the Trust. The Trust has broad rights to administer and manage the Opera House and to exercise any powers incidental or conducive to its objects, including specific Schedule 1 powers (s 4(1)-(3)). Those specific powers include engaging artists and performers and contracting with them (Schedule 1(b)), operating concessions and vendor businesses (Schedule 1(c), (e)), installing and licensing broadcasting apparatus and exploiting media rights (Schedule 1(f)), printing and publishing (Schedule 1(g)), and acquiring and exploiting intellectual property and patents (Schedule 1(h)). The Trust may invest funds as a trustee may under the Trustee Act 1925, subject to donor restrictions (s 24(1)-(2)). It may accept gifts with conditions that escape perpetuity rules and that are exempt from duties (s 18(1)-(3)).

Property disposal and purchaser protections. When the Trust determines property vested in it is unfit or not required, it may sell, exchange, destroy or dispose of it even if it was subject to prior trusts or conditions (s 19(1)-(2)). Proceeds of sale must, after sale costs, be held for the Trust’s objects (s 19(1A)). The Act provides that a purchaser acquiring property from the Trust is not required to inquire into whether a case arose to authorise the sale, nor whether the power was properly exercised, and is not required to see the application of purchase money (s 19(3)). Those provisions give third-party acquirers title free of earlier encumbrances and limit their post-acquisition risk.

Regulatory duties and enforcement powers. The Trust may make by-laws regulating the use, security and enjoyment of the Opera House, including admission and parking, and may impose penalties up to 50 penalty units for breaches (s 28(1), (2)). By-laws require Governor approval and, per the Interpretation Act 1987 note, publication to come into force (s 28(3) note). The Act imposes statutory duties on members of the public: trespass and damage offences with maximum penalties specified (s 28A-28C), and the Act prescribes how proceedings are to be dealt with in court (s 28E).

Administrative rights and protections. Trustees and authorised officers enjoy limited personal liability protections: actions or omissions done in good faith for the purposes of executing the Act do not subject them personally to action, liability, claim or demand (s 27(1)). The common seal’s custody and use are regulated; instruments with the seal require two trustees’ signatures and one staff member as the Trust may appoint (s 15(1)-(2)), and courts are to take judicial notice of the seal (s 15(3)). Acts and proceedings are saved from invalidation due to vacancies or defects in appointment, and subsequent discovery of defects does not invalidate acts if done in good faith (s 14(1)-(2)).

Delegation and operational duties. The Trust may form committees, appoint persons who are not trustees to committees, delegate functions to committees or staff, and revoke delegations (s 12(1)-(6)). Where delegations occur, the Trust may continue to exercise delegated powers, and staff may exercise powers delegated by the Trust; this establishes duties of oversight and delegation management for trustees.

Employment and staff arrangements. The Act allows the Trust to use Public Service employees under the Government Sector Employment Act 2013 to enable its functions (s 16). However, the Act’s note records that the Constitution Act 1902 precludes the Trust from employing staff directly, which affects how staff are engaged and who is the legal employer (s 16 note).

In sum, trustees are duty-bound to manage the Opera House within Ministerial direction, to disclose conflicts, to follow meeting and delegation procedures, to protect the asset via by-laws and offences, and to administer funds and property consistent with the Trust’s objects. The Trust holds powers to generate revenue, enter contracts, accept gifts and dispose of property, all subject to the prescribed statutory and procedural constraints.

The Act creates a mix of criminal offences, summary jurisdiction provisions, by-law penalties and administrative enforcement mechanisms to protect the Opera House, regulate conduct and ensure compliance with the Trust’s by-laws.

Criminal offences and maximum penalties. The Act contains discrete criminal offences focused on protecting access and the physical fabric of the Opera House:

• Trespass: entering or remaining at any part of the Opera House as a trespasser is an offence under s 28A. Maximum penalty: 200 penalty units, imprisonment for two years, or both (s 28A).
• Trespass with intent: entering or remaining as a trespasser with intent to cause damage, seriously disrupt operations, or commit an offence punishable by imprisonment or under the Summary Offences Act 1988 is an offence under s 28B. Maximum penalty on indictment: imprisonment for seven years (s 28B).
• Damage: intentionally or recklessly damaging the Opera House is an offence under s 28C. Maximum penalty on indictment: imprisonment for five years (s 28C).
• Attempt: attempts to commit offences under s 28B or 28C attract the same penalties as the completed offences (s 28D).

By-law offences and penalties. The Trust may make by-laws that regulate use, decency, parking, admission and other matters for the Opera House (s 28(1)(a)(i)-(viii), (b), (d)). By-laws may set monetary penalties for breaches up to 50 penalty units (s 28(2)). By-laws require approval by the Governor and, as the Act’s note states, must be published on the NSW legislation website to come into force (s 28(3) note).

Jurisdiction and procedural route for prosecutions. Section 28E governs proceedings:

• Most offences under the Act or the by-laws, excluding s 28B and 28C, are to be dealt with summarily before the Local Court (s 28E(1)). This locates the default prosecution pathway in the summary jurisdiction.
• For s 28B and s 28C (serious offences for trespass with intent and damage), Chapter 5 of the Criminal Procedure Act 1986 applies. Chapter 5 deals with the summary disposal of certain indictable offences unless an election is made to proceed on indictment; therefore these offences may be proceeded with summarily under statutory conditions or on indictment according to Chapter 5 rules (s 28E(2)).

Evidentiary and procedural defences or protections. The Act establishes certain legal presumptions and protections that influence enforcement:

• Judicial notice of the common seal: courts and judicial officers must take judicial notice of the Trust’s common seal and presume it was duly affixed (s 15(3)). This affects documentary proof and evidentiary practice in enforcement and contractual disputes involving sealed instruments.
• Validation of Trust acts: the Act provides that acts and proceedings of the Trust are not invalidated by vacancies or defects in appointment, and are valid notwithstanding subsequent discovery of defects in appointments or disqualifications (s 14(1)-(2)). For enforcement and civil litigation, this reduces the risk that corporate acts can be undone on technical appointment grounds.
• Purchaser protection: purchasers acquiring property from the Trust are not bound to inquire into the Trust’s authority to sell, the propriety of the sale, or the application of purchase money (s 19(3)). This reduces litigation risk for third-party acquirers and transfers accountability for internal authorisation to the Trust.

Administrative enforcement and internal compliance. The Trust can enforce behaviour through by-laws, engage in removal of trespassers (s 28(1)(a)(iv)), secure order and decency (s 28(1)(a)(iii)), and regulate vehicle parking with charges (s 28(1)(a)(vii)). The Trust can impose fines under by-laws (s 28(2)). The Trust’s internal records and disclosure book (s 12A(3)) are required to be available for inspection on payment of a Trust-determined fee, providing internal transparency and a document trail relevant to enforcement and governance inquiries.

Limits on personal liability and effect on enforcement claims. Trustees and certain officers are, if acting in good faith for the purposes of executing the Act, protected from personal action, liability, claim or demand for matters done or omitted (s 27(1)). This immunity shapes enforcement against individuals and focuses remedies at the institutional level unless bad faith or other excluded conduct is alleged and proved.

Practical enforcement implications. The Act delineates two enforcement tracks: summary Local Court handling for general Act and by-law breaches and a mixed summary/indictable track for more serious damage and trespass-with-intent offences (s 28E). Penalties are both custodial (up to seven years on indictment for s 28B) and monetary (penalty units for by-law breaches and s 28A’s monetary component). The Trust holds administrative powers to regulate conduct, remove offenders and levy penalties under by-laws subject to Governor approval (s 28(1)-(3), s 28E).

In total, the Act combines criminal deterrence for serious wrongdoing, administrative penalties for by-law contraventions, purchaser protections that limit post-sale challenges, and immunities for trustees acting in good faith, shaping enforcement strategies and potential remedies.

The Act expressly cross-references and imports rules from a set of other statutes and legal instruments. These interactions shape governance, employment, investment, by-law publication, and criminal procedure.

Employment and constitutional interaction. The Act provides that persons may be employed in the Public Service under the Government Sector Employment Act 2013 to enable the Trust to exercise its functions (s 16). The Act’s note records that s 59 of the Government Sector Employment Act 2013 allows such persons to be referred to as officers or members of staff of the Trust, but that s 47A of the Constitution Act 1902 precludes the Trust from employing staff directly (s 16 note). Additionally, section 9(1) states that provisions of the Government Sector Employment Act 2013 relating to the employment of Public Service employees do not apply to a trustee, and s 9(2) provides that the office of a trustee is not an office or place of profit under the Crown for purposes of the Constitution Act 1902 or any Act amending or replacing it (s 9(1)-(2)). These provisions create a specific interface between Trust governance and public employment law, affecting who is legally the employer and which statutory employment rules apply to trustees versus staff.

Trust investments and trust law. Section 24 permits the Trust to invest funds "in any investment in which a trustee may invest trust funds in accordance with the Trustee Act 1925" (s 24(1)). Thus, the standards and permitted classes of investment under the Trustee Act 1925 govern the Trust’s investment activity unless restricted by donor conditions. The Trust may retain investments transferred to it that are not the nature authorised by s 24(1) (s 24(2)), but such retention is expressly permitted, subject to donor-directed restrictions.

Duties and gifts. Section 18(3) states the Duties Act 1997 does not apply to or in respect of any gift inter vivos, endowment, bequest or devise made to the Opera House or the Trust. Section 18(2) disapplies the rule of law relating to perpetuities to any condition to which the Trust has agreed in relation to such gifts (s 18(2)-(3)). Those provisions alter tax/duty and property-law consequences for transfers to the Trust.

By-laws and statutory rule publication. The Act notes that by-laws requiring Governor approval are statutory rules for the purposes of the Interpretation Act 1987 and therefore must be published on the NSW legislation website to come into force (s 28(3) note). This links the Trust’s by-law process to the Interpretation Act’s requirements for statutory rules and public notification, creating a compliance pathway for by-law validity and enforceability.

Criminal procedure. Section 28E(2) imports Chapter 5 of the Criminal Procedure Act 1986, which governs summary disposal of certain indictable offences unless an election to proceed on indictment is made. The Act therefore interfaces with criminal procedure rules for how s 28B and s 28C offences can be prosecuted (s 28E(2)).

Constitution, office and profit. Section 9(2) expressly fixes how a trustee’s office is to be treated for the purposes of the Constitution Act 1902 and amendments, providing the office is not an "office or place of profit under the Crown." That interaction has constitutional and disqualification implications tied to the operation of the Constitution Act.

Evidentiary effect of the common seal. Section 15(3) requires courts and judicial officers to take judicial notice of the Trust’s common seal and to presume it was duly affixed (s 15(3)). This imports evidentiary presumptions that link procedural formalities of the Trust to court practice.

Other Acts referenced in notes. The Act’s marginal notes and amendment annotations refer to various amending statutes and provide amendment provenance. For example, numerous sections include amendment history notes naming amending Acts and schedules. These notes do not alter substantive interaction with other laws but provide statutory amendment context.

In summary, the Act operates in a legal ecosystem where employment, trustee investment rules, duties and perpetuity rules, interpretation and publication requirements for statutory rules, and criminal procedure are directly engaged. Practitioners must align Trust policies and transactions with the Trustee Act 1925 for investments, follow the Government Sector Employment Act 2013 and Constitution Act 1902 relationships for staffing, ensure by-laws are published under the Interpretation Act 1987, and handle prosecution strategies in line with the Criminal Procedure Act 1986.

The Act’s text includes in-line amendment annotations for many sections. The annotations list amending Acts and schedules that have altered particular provisions. The following is a section-by-section compilation of amendment notes as recorded in the source text; this is a transcript of those annotations rather than an external legislative history.

• Section 2: amendment notes record Am 1973 No 32, sec 3(a); 2006 No 120, Sch 1.31 [1]; 2007 No 27, Sch 2.54.
• Section 3: amendment recorded Am 1969 No 24, sec 2 (1) (a).
• Section 4: amendment notes list Am 1973 No 32, sec 3 (f); 1985 No 191, Sch 1 (1); 1989 No 132, Sch 2; 2006 No 2, Sch 4.69 [1]; 2006 No 120, Sch 1.31 [2]; 2015 No 15, Sch 3.56 [1].
• Section 5: historical amendments and repeal: Am 1969 No 24, sec 2 (1) (b); 1972 No 43, sec 3; 1973 No 32, sec 3 (c); 1985 No 191, Sch 1 (1) (2). Repealed 2006 No 120, Sch 1.31 [3].
• Section 6: substituted 1969 No 24, sec 2 (1) (c); 1989 No 110, Sch 1. Amended by 2002 No 53, Sch 1.26 [2]; 2003 No 40, Sch 1.50 [1] [2]; 2009 No 56, Sch 1.41 [1]; 2025 No 39, Sch 6[1]-[3].
• Section 7: repealed 1969 No 24, sec 2 (1) (d).
• Section 8: amendment notes Am 1969 No 24, sec 2 (1) (e); 1973 No 32, sec 3 (d); 2002 No 53, Sch 1.26 [3].
• Section 9: amendment record Am 1989 No 132, Sch 2. Substituted 2005 No 64, Sch 1.42 [1]. Amended 2015 No 15, Sch 3.56 [2].
• Section 10: substituted 1969 No 24, sec 2 (1) (f). Amended 1989 No 132, Sch 2.
• Section 11: amendments recorded Am 1969 No 24, sec 2 (1) (g); 1989 No 132, Sch 2; 2002 No 53, Sch 1.26 [4]; 2005 No 64, Sch 1.42 [2]; 2025 No 39, Sch 6[4].
• Section 11A: inserted 2005 No 64, Sch 1.42 [3]. Amended 2010 No 59, Sch 1.27 [1].
• Section 12: Am 2004 No 49, Sch 2 [1] [2].
• Section 12A: inserted 2006 No 120, Sch 1.31 [4].
• Section 13: no inline amendment note beyond the text.
• Section 14: no inline amendment note beyond the text.
• Section 15: amended 1989 No 132, Sch 2; 2004 No 49, Sch 2 [3].
• Section 16: Am 1989 No 132, Sch 2. Substituted 2004 No 49, Sch 2 [4]. Repealed 2006 No 2, Sch 4.69 [2]. Inserted 2015 No 15, Sch 3.56 [3].
• Section 17: amendment history shows Am 1973 No 32, sec 3 (e); 1975 No 89, sec 6 (2); 1996 No 24, Sch 1; 2004 No 49, Sch 2 [5]; repealed 2006 No 120, Sch 1.31 [5].
• Section 18: amended 1989 No 132, Sch 2; 2005 No 64, Sch 1.42 [4].
• Section 19: amendment noted 2005 No 64, Sch 1.42 [5] [6].
• Section 20: no inline amendment note beyond the text.
• Sections 21-23: repeals and substitutions recorded: s 21 Rep GG No 50 of 18.3.1983, p 1255; s 22 Rep GG No 50 of 18.3.1983, p 1255; s 23 Subst 1983 No 153, Sch 2. Rep 2005 No 64, Sch 1.42 [7].
• Section 24: Am 1997 No 102, Sch 2.11.
• Section 25: Am 1973 No 32, sec 3 (f).
• Section 26: Am 1973 No 32, sec 3 (g).
• Section 26A: history: Ins 1973 No 32, sec 3 (h). Am 1985 No 191, Sch 1 (3). Rep 1990 No 15, sec 4.
• Section 27: Rep 2005 No 64, Sch 1.42 [7]. Inserted 2012 No 95, Sch 1.19.
• Section 28: a long amendment record: Am 1969 No 24, sec 2 (1) (h); 1973 No 32, sec 3 (i) (am 1984 No 153, Sch 16); 1985 No 191, Sch 1 (1); 1987 No 48, Sch 32; 1989 No 132, Sch 2; 1992 No 112, Sch 1; 1993 No 46, Sch 1; 2001 No 121, Sch 2.194; 2004 No 49, Sch 2 [6] [7]; 2010 No 59, Sch 1.27 [2].
• Sections 28A-28E: inserted 2004 No 49, Sch 1. Section 28E amended 2007 No 94, Sch 2.
• Section 29: inserted 2002 No 53, Sch 1.26 [5].
• Schedule 1: heading amended 2002 No 53, Sch 1.26 [6]; Schedule 1 previously Sch: Am 1973 No 32, sec 3 (j).
• Schedule 2: insertion and amendments recorded Ins 2002 No 53, Sch 1.26 [7]; amended 2009 No 56, Sch 1.41 [2].

The Act’s in-text amendment annotations are the only authoritative amendment references in the provided source. They identify the statutes and schedules responsible for changes to specific provisions, but they do not provide the content of those amending Acts beyond the fact of amendment. Practitioners should consult the consolidated legislative database or historical versions for the detailed text and the dates on which each amendment took effect. The Schedule 2 transitional clauses included in the text (Schedule 2 cl 1-2) set out transitional arrangements following particular amendments (for example, initial term of an additional trustee after a 2002 amendment and a consequential provision relating to the 2009 Statute Law (Miscellaneous Provisions) Act).

The source text does not cite or summarise any judicial decisions or litigation concerning the Act. There are no cases named or described in the statute text or its notes provided here. However, the Act includes several provisions that are relevant to litigation practice and procedure that practitioners should note when assessing litigation risk or the likely treatment of disputes arising under the Act.

Evidential presumptions and invalidity safeguards. The Act instructs courts to take judicial notice of the Trust’s common seal and to presume it was duly affixed (s 15(3)). That direction reduces evidentiary friction in contractual disputes where execution under seal is relevant. Section 14 provides that acts and proceedings of the Trust are valid despite vacancies or subsequent discovery of defects in the appointment of a trustee (s 14(1)-(2)). In litigation challenging the validity of a Trust decision on appointment grounds, these provisions channel legal contest into merits or substantive grounds rather than technical appointment defects, because the Act preserves those acts’ validity.

Criminal prosecution routes and jurisdiction. The Act prescribes how offences are prosecuted: most offences under the Act and by-laws are summary matters in the Local Court (s 28E(1)). The more serious offences in ss 28B and 28C (trespass with intent, damage) are subject to Chapter 5 of the Criminal Procedure Act 1986, which governs the summary disposal of certain indictable offences unless an election to proceed on indictment is made (s 28E(2)). Litigation strategy for criminal matters under the Act will therefore need to address Chapter 5’s provisions and the Local Court’s summary processes.

Third-party protections and property disputes. Section 19 protects purchasers of Trust property by vesting sold property in purchasers freed from prior trusts, arrangements or conditions and by stating that purchasers need not inquire into the Trust’s authority to sell or the application of purchase money (s 19(2)-(3)). Litigation challenging title or seeking to unwind a Trust sale faces these statutory barriers; courts will be directed to treat transfers as vested and to respect the statutory protection afforded to purchasers.

Immunity in tort or contract. The Act limits personal liability for trustees and certain officers for acts or omissions done in good faith to execute the Act (s 27(1)). In civil litigation alleging personal liability for decisions or omissions, claimants will face statutory immunity where good faith is established, focusing potential claims on the Trust as an entity rather than on individuals, except where good faith is absent or other statutory or common-law exceptions apply.

By-law enforcement and administrative review. By-laws require Governor approval and publication under the Interpretation Act 1987 before coming into force (s 28(3) note). Legal challenges to by-law validity may engage administrative law principles and the Interpretation Act’s statutory rule-making requirements. Because s 28(2) sets a maximum penalty for by-law breaches, litigants and courts will consider whether a by-law exceeded the scope of powers granted by s 28(1) or was properly made and published.

Absence of case law in the text. Practitioners should note the absence of case citations in the textual source. To determine how courts have interpreted the Trust’s governance clauses, the Minister’s control, the scope of Schedule 1 powers, the application of s 19 purchaser protections, the interplay between s 12A disclosure rules and administrative law standards, or the reach of s 27 immunity, external case law research beyond this Act text will be necessary. The Act’s procedural and evidentiary rules, however, create clear litigation contours: statutory presumptions on seal use, preservation of acts despite appointment defects, proscribed prosecution pathways and purchaser protections that will shape remedies and defensive arguments.

In sum, while the Act provides procedural and evidentiary guidance that reduces certain types of litigation risk (for purchasers, for corporate acts despite appointment defects, and for proving instrument execution under seal), the source text does not itself recount how courts have applied those provisions in practice. Practitioners must consult reported decisions to assess judicial responses to disputes under the Act.

The Act contains several provisions and interactions that can produce unexpected legal or operational outcomes if not anticipated. The following points are drawn directly from the Act’s text and notes.

Ministerial control notwithstanding corporate constitution. Section 3(1) states the Trust shall, “notwithstanding anything contained in this Act, be subject to the control and direction of the Minister” in exercising its powers and duties. Although the Trust is a corporate body with its own seal and capacity to sue and be sued (s 3(2)), this express subordination means the Minister can direct exercise of statutory functions. Practitioners should not assume operational independence merely because the Trust is a corporate entity; Ministerial directions can materially constrain decision-making and may affect contractual negotiations or strategic plans.

Purchaser protections shift risk to the Trust. Section 19(2)-(3) vests property sold by the Trust in purchasers freed from antecedent trusts and states purchasers need not inquire into the authority for sale or application of purchase money. That is favourable to third-party acquirers but concentrates legal and fiduciary risk within the Trust. When advising sellers, trustees or donors, note the Trust retains responsibility for internal justification of disposals even though external acquirers obtain clean title. Internal approvals and records therefore matter for the Trust’s accountability.

Conflict disclosure book and inspection fee. Section 12A(3) requires particulars of disclosures to be recorded in a book open to inspection by any person on payment of a fee determined by the Trust. The Trust sets the fee, which can influence who will inspect the register and at what cost. This is an unusual combination: compulsory transparency via a public inspection right, but subject to a Trust-determined fee that can act as an access gate. Practitioners advising on conflicts should ensure the book is properly maintained and that the fee-setting process is defensible.

By-laws require Governor approval and publication. By-laws do not take effect unless approved by the Governor and, per the Interpretation Act 1987 note, published on the NSW legislation website (s 28(3) note). Failure to obtain approval or publish will invalidate enforcement actions under the by-law. Operational managers should not rely on informal or unpublished by-laws to regulate conduct or levy penalties.

Interplay between staff employment and constitutional constraints. Section 16 authorises the use of Public Service employees under the Government Sector Employment Act 2013 to enable Trust functions, and the note records s 59 of that Act enables such persons to be referred to as staff of the Trust. However, the same note observes s 47A of the Constitution Act 1902 precludes the Trust from employing staff. The practical effect is that staff will likely be public servants seconded or made available to the Trust rather than employees directly engaged by the Trust, with attendant implications for industrial relations, agency responsibilities, and HR governance.

Rule against perpetuities and duties exemption for gifts. Section 18(2) disapplies perpetuity rules for conditions to which the Trust has agreed and s 18(3) exempts gifts to the Trust from the Duties Act 1997. Donors or advisers may find these provisions attractive, but the Trust should be diligent about accepting conditions that have long-term operational or funding implications, since it can bind itself to conditions not subject to standard perpetuity constraints.

Trustee appointment and term limits: reappointment caveats. Section 6(3) permits reappointment but s 6(4) bars holding office for four consecutive terms. Subsection 6(5A) clarifies that filling a casual vacancy under s 6(5) does not count as a term for the purpose of the consecutive-term limit. Practitioners advising potential nominees or drafting instruments of appointment must track term counts precisely to avoid inadvertent breaches of the consecutive-term prohibition.

Validation of acts despite defects. Section 14 protects the validity of acts and proceedings despite vacancies or defects in appointment. While this is administratively convenient, it can obscure the need for good record-keeping and robust appointment processes; the statutory protection should not be treated as a substitute for proper governance.

Immunity for “good faith” acts. Section 27 limits personal liability for trustees and specified officers for acts or omissions done in good faith. However, “good faith” is a legal standard that may be contested in litigation. Counsel should advise trustees that immunity is conditional and that careful documentation and compliance minimise exposure to claims that their conduct fell outside good faith.

By-law non-application to unspecified parts. Section 28(5) provides that a by-law shall not apply to a part of the Opera House which has not been specified in a notification under section 5(2). Section 5 is repealed. The interaction of these provisions and any residual notifications requires attention: a by-law’s territorial scope must be checked against any extant notifications or transitional instruments to ensure enforceability.

Statutory endowment discretion. Section 20 provides that sums shall be paid by the Treasurer to the Trust “such sum as Parliament may approve each year,” and “in such instalments as the Treasurer may approve.” This creates year-to-year funding discretion and instalment discretion that can affect the Trust’s budgeting and contractual commitments.

Offences triage and double procedural routes. Sections 28E(1) and (2) separate summary Local Court handling for most matters from more serious offences to which Chapter 5 of the Criminal Procedure Act applies. Practitioners should not assume all offences are summary; the Act’s division affects evidentiary strategies and choices about indicting versus proceeding summarily.

These points demonstrate intersections where administrative, procedural and operational outcomes diverge from surface expectations, and where internal processes, documents and careful design of delegations, by-laws and appointments will materially affect legal exposure and enforceability.

This section sets out practical, source-grounded compliance steps drawn from the Act. It focuses on governance practices, conflict management, financial handling, by-law procedures, property transactions, staff arrangements, and security and enforcement measures.

Governance and appointments

• Follow appointment rules precisely. Ensure the Governor’s instrument of appointment records the trustee’s term (no more than three years) and that the Minister’s nomination steps are documented (s 6(1), s 6(3)). Track consecutive term counts to avoid a fourth consecutive term (s 6(4)). For casual vacancies, appoint for the residue of the predecessor’s term and note that such an appointment does not count as a term for the consecutive term cap (s 6(5)-(5A)).
• Chair appointment and meeting procedure. Ensure the Governor’s instrument appoints the Chair on the Minister’s nomination (s 10(1)). Maintain meeting agendas and minutes reflecting the majority quorum and voting rules; a majority of trustees for the time being constitutes a quorum (s 11(2)-(5)). Record casting votes where applicable.
• Use s 11A mechanisms carefully. Adopt written resolution procedures and ensure circulation records are retained and that remote participants can be heard (s 11A(1)-(3), (5)). Record any written resolution in the minutes as required (s 11A(4)).

Conflicts, disclosure and records

• Implement a disclosure protocol consistent with s 12A. Require trustees to disclose direct or indirect pecuniary interests at meetings as soon as knowledge arises (s 12A(1)). Record the particulars in a disclosure book kept for the purpose, and publish or make the book inspectable on payment of the Trust-determined fee (s 12A(3)). Ensure minutes record decisions to permit an interested trustee to remain or participate if the Trust so determines (s 12A(4)-(5)). Apply equivalent rules to committee members (s 12A(7) note).