Victorian Arts Centre Act 1979

The Act defines a set of core legal concepts and institutional building blocks that determine how the Centre is governed and how its cultural assets are managed.

• Centre. The definition of Centre identifies the specific parcels of land and the buildings on them as the locus of the Trust’s responsibilities. The term is defined by reference to Parcel A on the lodged plan, Crown grant Volume 9205 Folio 760, and the buildings and improvements thereon (s 3, as amended). This definition ties the Trust’s functions to a geographically defined asset base.

• The Trust. The Trust is a statutory body corporate with perpetual succession, a common seal and the capacity to sue and be sued (s 4(1)). It is responsible for management of the Centre subject to the Minister’s general direction and control (s 4(2)). The Trust’s core statutory functions are set out in s 5 and include both cultural stewardship and commercial activities.

• State collection and public art collection. The Act distinguishes two statutory collections. The State collection (s 3A) comprises performing arts material in the public performing arts museum vested in and accepted by the Trust, plus further acquisitions and donations accepted by the Trust. The public art collection (s 3B) comprises artworks vested in the Trust, acquired by it, or given or bequeathed and accepted for the public art collection. The Act requires the Trust to ensure maintenance, conservation and development of the State collection and to establish, conserve and exhibit the public art collection (s 5(1)(e)-(f), (fa)-(fb)).

• Powers and commercial activity. The Act grants the Trust broad powers to do all things necessary to perform its functions (s 6(1)), and lists specific commercial powers, including running ticketing and marketing businesses (s 5(1)(g)), acquiring intellectual property rights (s 6(2)(f)), conducting joint ventures and forming or participating in corporate entities (s 6(2)(ca)-(cd)), and establishing museum and gallery facilities (s 6(2)(l), (la)).

• Management of land, leases and licences. Part 3 (ss 17A-17C) gives the Trust statutory authority to grant leases of the Centre or any part for terms not exceeding 30 years (s 17B(2)); to include extension options provided the aggregate term does not exceed 30 years (s 17B(3)(a)); and to grant licences of up to seven years (s 17C). These powers operate despite potential contrary provisions in Crown land statutes (s 17A).

• Financial governance and borrowing. The Victorian Arts Centre Fund must be established and all moneys received by the Trust paid into it (s 16(1)-(2)). Money must be banked in authorised deposit-taking institutions approved by the Treasurer (s 16(2A)), and investments of moneys are subject to Treasurer approval (s 16(3)). Borrowing requires Treasurer approval and may only occur on such terms and conditions as the Treasurer imposes; the Treasurer or the Government may guarantee repayment with appropriation from the Consolidated Fund for sums the Treasurer pays under such guarantees (s 7(1)-(6), (3A)).

• Governance, conflicts and delegation. The Trust is composed of nine members appointed by the Governor in Council (s 8(1)); it sets meeting rules, quorum (s 11), allows resolutions without meetings (s 11A) and contains statutory conflicts rules that require disclosure and bar conflicted members from participation and voting (s 11B). Delegation is permitted by instrumental resolution under seal to a limited set of classes, but the Trust may not delegate the power to make by‑laws or the delegation power itself (s 13A).

• Stewardship constraints on disposals. The Act sets a multi-step public process for selling or disposing of objects in the State or public art collections: the Trust must resolve retention is unnecessary (s 18(1)(a)), publish and display a notice with prescribed content for at least six months (s 18(1)(b)-(2)), accept written objections within the six‑month window (s 18(3)), and refer objections to the Minister, who decides whether the sale should proceed (s 18(4)-(6)). Duplicate material may be exchanged with similar institutions (s 18(7)).

• Film approvals. The Act is declared to be filming approval legislation for the purposes of the Filming Approval Act 2014 (s 3C). Regulations dealing with issuing film permits under the Act must not be inconsistent with film friendly principles (s 19(2)).

These concepts structure the legal ecosystem for the Centre: a statutory board with commercial and custodial functions, exercising property, contracting and corporate powers while being subject to ministerial and Treasurer oversight in key areas and procedural constraints over the stewardship of cultural assets.

The Act creates duties and decision rights that affect distinct categories of actors. The direct and immediate stakeholders are set out in the statutory text.

• Members of the Victorian Arts Centre Trust. Nine members are appointed by the Governor in Council (s 8(1)). Appointments determine representation (for example, one must represent arts training and one must represent regional arts interests; s 8(1)(a), (c) as amended). Members serve terms up to three years and are eligible for reappointment subject to a nine‑year cap with limited exceptions (s 8(2), (2A)). Members may be removed by the Governor in Council and their office becomes vacant upon death, incapacity, bankruptcy, resignation, non-attendance without leave, or removal (s 9(1)(a)-(g)). Members are entitled to travelling expenses and fees fixed by the Governor in Council (s 12), and their membership is not an office of profit under the Crown for electoral and constitutional purposes (s 12A).

• The President and chairing arrangements. The Governor in Council appoints one member as President (s 10(1)); the President presides at meetings and has a casting vote in case of equality (s 10(5)-(7)). In the President’s absence, members elect a chair for the meeting (s 10(6)).

• Chief Executive Officer and Trust employees. The CEO is appointed by the Trust with Ministerial approval (s 14(1), (1B)). The CEO manages day-to-day affairs subject to the Trust’s general direction (s 14(1A)). Removal of the CEO requires Ministerial approval (s 14(1D)). Other employees are employed on terms the Trust determines and are not subject to the Public Administration Act 2004 (s 14(3)-(4)). The employment status of staff therefore rests with the Trust rather than standard public sector frameworks.

• The Minister and the Treasurer. The Minister retains general direction and control over the Trust (s 4(2)) and specifically takes on statutory decision-making roles: deciding whether sales or disposals of collection items should proceed where objections are lodged (s 18(5)), and possibly delegating that decision to a Ministerially selected panel (s 18(6)). The Treasurer controls borrowing and investment oversight: borrowing requires Treasurer approval and the Treasurer can impose terms, demand securities and execute guarantees (s 7(1)-(6)); the Treasurer must approve accounts’ deposit institutions and any investments of Fund monies (s 16(2A), (3)).

• Donors, lenders and investors. Persons or organisations that donate or bequeath material to the Trust are affected because donated items fall into the State or public art collections if accepted (ss 3A, 3B). Lenders and financiers are affected by the Treasurer’s role in approving borrowing and guaranteeing loans (s 7), and by the Trust’s capacity to grant security on borrowings if the Treasurer so requires (s 7(2), (5)).

• Lessees, licensees and commercial partners. The Trust may grant leases (up to 30 years, subject to the aggregate limit on extensions; s 17B(2)-(3)) and licences (up to 7 years; s 17C(2)(a)). It can also carry on commercial enterprises, enter contracts for services, form and participate in corporate entities and joint ventures, and accept appointment as committee of management of Crown lands (s 6(2)(c), (ca)-(cd), (m), (n)). These powers create opportunities for private enterprises to occupy or operate premises, provide services (ticketing, marketing), or enter joint ventures.

• Visitors and users of the Centre. The Trust may make by‑laws regulating admission, care, protection and preservation of order in the Centre (s 18A). The regulations may contain conditions affecting public access and the behaviour of visitors.

• National Gallery of Victoria Council and third-party land stakeholders. Part 5 reallocates control and management of the lodged plan parcels: Parcel A is vested in the Trust and Parcel B in the Council of Trustees of the National Gallery of Victoria (s 24). The Act protects the status of reservations and particular perpetual licences and existing arrangements such as the Citipower lease (ss 22-23). The Registrar of Titles must record necessary changes (s 25).

• Filming applicants. Because the Act is filming approval legislation (s 3C) and regulations about film permits must be consistent with film friendly principles (s 19(2)), applicants seeking film permits under the Act are subject to the Filming Approval Act 2014’s framework as applied through regulations.

Collectively, the Act affects a mix of public office-holders, commercial actors contracting with the Trust, donors and cultural stakeholders, and members of the public who access the Centre. The legal obligations and decision gates assigned to the Minister and Treasurer constrain the Trust’s autonomy in borrowing, senior staffing and disposals, while the Trust retains broad operational and commercial powers it may exercise within statutory limits.

The Act prescribes a set of specific duties, procedural requirements and rights for the Trust, its members and third parties. These duties govern stewardship of the Centre, management of collections, financial conduct, and governance processes.

Duties of the Trust

• Management duty. The Trust must control, manage, operate, promote, develop and maintain the Centre subject to the Minister’s general direction and control (s 4(2); s 5(1)(a)). This is a core statutory duty tied to the Trust’s corporate capacities (s 4(1)).
• Cultural stewardship. The Trust is obliged to ensure maintenance, conservation, development and promotion of the State collection and to establish, maintain and exhibit the public art collection; it must also make collection objects available for loan or study (s 5(1)(e)-(f), (fa)-(fb)).
• Financial duty. All monies received must be paid into the Victorian Arts Centre Fund, and the Fund must be held in Treasurer-approved authorised deposit-taking institutions; income and investments are subject to Treasurer approval and Fund monies are to be applied to costs and expenses of performing functions under the Act (s 16(1)-(5)).
• Procedural duty for disposal. The Trust must not sell or dispose of collection objects except following a Trust resolution that retention is unnecessary, publication and display of required notices for at least six months, and either the absence of objections or a Ministerial decision in favour of the disposal where objections are lodged (s 18(1)-(6)). Exchange of duplicate material with institutions with similar objects or functions is expressly permitted (s 18(7)).
• Governance duties. The Trust must hold at least four meetings per year (s 13(4)), maintain proper records of conflicts declarations (s 11B(2)), ensure quorum rules are followed (s 11), and give members copies of resolutions passed under the written resolutions procedure (s 11A(3)).

Rights and powers of the Trust

• General powers. The Trust may do all things necessary or convenient to carry out its functions (s 6(1)); specific enumerated powers include purchasing, accepting deposits of personal property, granting leases and licences (subject to Part 3), running businesses at the Centre, forming or joining corporate entities and joint ventures, acquiring intellectual property, printing and publishing, commissioning works, acquiring and letting equipment, and establishing museums and galleries (s 6(2)(a)-(p); s 5(1)(g)).
• Land management. The Trust has statutory power to grant leases for up to thirty years and licences for up to seven years within the Centre, subject to covenants determined by the Trust (ss 17B, 17C). These powers operate notwithstanding conflicting Crown land statutory provisions (s 17A).
• Delegation. The Trust may delegate functions or powers (except its delegation power or the power to make by-laws) by instrument under seal to sub-committees, members, the chief executive officer or employees (s 13A(1)-(2)).
• By‑law making. The Trust may make by‑laws for regulating admission, care and protection of the Centre, and the preservation of good order and decency, not inconsistent with regulations (s 18A).

Ministerial and Treasurer rights and controls

• Ministerial oversight. The Minister has a statutory role to decide on the sale or disposal of collection objects when objections are received, and may delegate that power to a panel selected by the Minister (s 18(4)-(6)). The Minister also provides overall general direction and control (s 4(2)) and must be notified where Trust members are granted leave exceeding three consecutive meetings (s 9(2)).
• Treasurer’s rights. The Treasurer’s approval is required for borrowing, investments and choice of deposit institutions for Fund monies. The Treasurer can impose terms and conditions, demand securities, and execute guarantees in favour of creditors, with sums required to honour such guarantees payable from the Consolidated Fund (s 7(1)-(6); s 16(2A)-(3)).

Member duties and protections

• Conflicts regime. Members must disclose direct or indirect pecuniary interests that could conflict with duty as soon as practicable (s 11B(1)), have that declaration tabled and entered in minutes (s 11B(2)), must not be present for deliberation nor vote on the matter unless Trust directs otherwise (s 11B(3)(a)-(b)), and a contravening vote is to be disallowed (s 11B(4)). A member with a conflict must not take part in making any direction about presence under s 11B(3)(a) (s 11B(5)).
• Appointment and tenure. Members and the President are appointed by the Governor in Council; terms are up to three years and reappointment is generally permitted subject to the nine‑year cap and other provisions (s 8(2), s 10(1)-(3)).

Third-party rights and obligations

• Donors and bequests. Gifts and bequests vest in the Trust where accepted for the State or public art collections (ss 3A, 3B). For any donated item to form part of the statutory collections, the Trust must accept it.
• Lessees and licensees. Parties entering leases or licences under ss 17B-17C gain statutory rights under those leases or licences, subject to covenants the Trust may impose. The Act safeguards existing leases such as Citipower’s by prohibiting the Part 5 divestment from affecting their status or continuity (s 23).

The statutory duties combine affirmative management responsibilities with procedural safeguards and external approvals in particular high-impact areas, notably collection disposals and financial commitments. The Act allocates both powers and oversight tools between the Trust, the Minister and the Treasurer, creating a structure of delegated authority bounded by statutory checks.

The Act itself contains limited express criminal penalties; enforcement of the Act’s obligations occurs primarily through administrative controls, procedural requirements, internal governance mechanisms and the capacity of the Minister, Treasurer and courts to oversee administrative acts. The statutory text sets up a combination of internal governance enforcement (eg, conflicts rules and meeting procedures), external administrative approvals (Minister and Treasurer roles) and subsidiary rule‑making powers (by‑laws and regulations) that can include penalties.

Express enforcement and compliance mechanisms in the Act

• Conflicts and voting invalidation. The Act provides an immediate enforcement mechanism for conflicts of interest: a member who votes in contravention of the conflicts rule has their vote disallowed (s 11B(4)). A member who has a conflict must not be present during deliberations nor take part in making the direction that would allow presence (s 11B(3)-(5)). Recording and tabling requirements for declarations are also mandated (s 11B(2)).
• Financial oversight through approvals and securities. The Treasurer’s approval function and power to require securities (s 7(1)-(6)) operate as preventive enforcement tools. The requirement to bank Fund monies in Treasurer‑approved authorised deposit-taking institutions and to invest only with Treasurer approval (s 16(2A)-(3)) subjects the Trust to financial oversight and indirect enforcement by the Treasurer.
• Ministerial control over disposals. The Minister’s decision on sales or disposals of collection items when objections are received (s 18(5)) provides an external administrative check that can block disposals where the Minister decides so. The Minister may delegate that decision to a panel selected by the Minister (s 18(6)).
• By‑laws and regulations. The Act vests by‑law making with the Trust (s 18A) and regulation-making with the Governor in Council (s 19). Those subordinate instruments can create offences and penalties where authorised by the Act. Regulations relating to issuing film permits must be consistent with film friendly principles (s 19(2)); any offences and penalties for film permit breaches would therefore arise in regulations rather than in the Act itself.

Enforcement gaps and practical consequences

• No broad criminal sanctioning regime. The Act does not include a general set of offences with specific penalties for breaches of all statutory duties in the text provided. Enforcement therefore relies on other administrative levers (Ministerial or Treasurer intervention), procedural invalidation (eg, disallowed votes), the power to make by‑laws and regulations, contract remedies and, where relevant, judicial remedies.
• Administrative law oversight. The Minister’s and Treasurer’s decisions under the Act are administrative acts and therefore subject to standard administrative law review and remedies (judicial review, declaration, injunction), although the Act itself does not set those review mechanisms out. Procedural duties (such as notice and display for disposals, s 18) create reviewable processes where failure to comply could result in the quashing of a disposal or in an injunction.
• Contractual and property enforcement. Leases, licences and other transactions entered into by the Trust will be governed by contract and property law; enforcement of those obligations will proceed in civil courts under ordinary remedies for breach, specific performance or possession as applicable.
• Financial consequences for government. Guarantees executed by the Treasurer or the Government create enforceable obligations on the Consolidated Fund (s 7(3)-(4), (3A)), meaning creditors whose loans are guaranteed have enforceable rights when guaranteed amounts are called.

Practical enforcement architecture

• Internal governance enforcement will be by the Trust through minutes, declarations, meeting procedures and by‑laws (ss 11, 11A, 11B, 18A).
• External enforcement consists of Ministerial decisions on disposals (s 18), Treasurer controls over borrowing and investments (s 7; s 16), and regulatory offences that may exist in regulations (s 19).
• Audit and accountability. While earlier audit provisions were repealed, the Trust may engage public auditors to carry out intermediate inspections or audits as required (s 17(6)), providing a practical mechanism for financial oversight.

In short, the Act relies on a mix of preventative administrative approvals and procedural safeguards rather than an extensive internal penal code. Where statutory duties are breached, recourse will generally be administrative (Minister, Treasurer), civil (contract and property law) or judicial (judicial review), and subsidiary instruments have the scope to create more specific offences or penalties.

The Act operates in a legal ecosystem and both invokes and is made subject to other statutes by express cross-reference. Its provisions create interactions that affect decision-making, financial controls and land tenure.

Crown land legislation and reservation status

• Part 3 expressly states that the Trust’s land management powers apply “despite anything to the contrary” in the Land Act 1958 and the Crown Land (Reserves) Act 1978 (s 17A). That subordination gives the Trust statutory authority to grant leases and licences under the Act notwithstanding potential constraints in those Crown land statutes.
• Part 5 revokes a Crown grant as to the Arts Centre land (s 21(1)(a)), divests the Trust of certain land and reverts it to the Crown, but expressly preserves the permanent reservation originally made by Order in Council and specified prior arrangements (s 22). Part 5 then vests control and management of Parcel A in the Trust and Parcel B in the Council of Trustees of the National Gallery of Victoria constituted under the National Gallery of Victoria Act 1966 (s 24). The Registrar of Titles is directed to amend records under the Transfer of Land Act 1958 as necessary (s 25).

Financial and public sector law

• Borrowing and investment interact directly with public finance law and the Consolidated Fund. The Treasurer’s authority to approve borrowings and to give guarantees is coupled with an appropriation mechanism: sums required by the Treasurer in fulfilling any guarantee are payable out of the Consolidated Fund (s 7(3)-(4)). Guarantees require the Trust to provide securities and execute necessary instruments as the Treasurer requires (s 7(5)).
• The Act removes Trust employees from the Public Administration Act 2004 regime for employment matters (s 14(4)), meaning some public sector employment frameworks and obligations do not apply to Trust employees. However, the Trust must still engage auditors if required (s 17(6)) and manage funds in Treasurer-approved ADIs (s 16(2A)).

Culture, heritage and museum law

• The Act creates statutory collections and imposes procedural constraints on the disposal of collection items (s 18). These stewardship rules interact with the broader body of law on cultural property management (as manifested in the Act through internal obligations and the Minister’s disposal decision role). Objects accepted into the State or public art collections by the Trust are subject to the Act’s disposal process (ss 3A, 3B, 18).

Film approval legislation

• Section 3C declares the Act to be “filming approval legislation” within the meaning of the Filming Approval Act 2014. Regulations under the Victorian Arts Centre Act that relate to issuing film permits must not be inconsistent with film friendly principles (s 19(2)). This creates a direct statutory interplay where the Act’s delegated instrument regime must conform to principles set out elsewhere.

Corporations, contracting and commercial law

• The Trust’s powers to form, be a member of or participate in bodies corporate, enter into joint ventures, and carry on businesses (s 6(2)(ca)-(cd), (cc), s 5(1)(g)) mean transactions will intersect with corporations law, competition law and contract law. The Act confers capacity to perform these activities; the legal consequences of formation, corporate governance and insolvency remain governed by general commercial law.

Statutory appointments and executive discretion

• Appointments by the Governor in Council and Ministerial approvals for the CEO, together with Treasurer approvals, mean that public appointments and controls are implemented through other constitutional and administrative statutes that govern the exercise of executive functions. The Act’s references to the Governor in Council for appointments (s 8(1), s 10(1)) and to Ministerial direction (s 4(2)) embed it within the machinery of executive government.

Subordinate instruments and administrative law

• The Act’s delegation and by‑law powers (s 13A, s 18A) and the Governor in Council’s regulation-making power (s 19) mean that compliance and enforcement may be governed in detail by subordinate instruments. These instruments must be prepared and made in accordance with Interpretation of Legislation Act 1984 and standard delegated legislation processes, and they themselves are subject to judicial review where administrative decision-making errors arise.

In short, the Act interacts with Crown land law, public finance provisions (including the Consolidated Fund and Treasurer powers), the Filming Approval Act 2014, general corporate and contract law, and the delegated legislation framework. Its architecture prescribes that many high-value decisions require Ministerial or Treasurer oversight, embedding the Trust’s operations within broader public law controls.

The text of the Act contains its amendment lineage in the Table of Amendments and in marginal notes to specific provisions. Key amendment themes include governance modernisation, expansion of powers (notably to create a public art collection and film permit alignment), financial and banking updates, and land-management reconfiguration.

Notable amending Acts and changes recorded in the legislation text

• Arts Legislation (Amendment) Act 2000 (No. 34/2000). This amending Act introduced a number of structural changes that modernised the Trust’s governance and land‑management powers. It inserted Parts and provisions including s 3A (State collection), s 3C (filming approval legislation), Part 3 (management of land including ss 17A-17C), delegation provisions (s 13A), and Part 5 (changes to management of Arts Centre land, ss 20-25). Many definitions and procedural provisions were adjusted by this Act (see marginal notes throughout ss 3, 6, 8-14, 17A-17C, 18A, and Part 5).
• Victorian Arts Centre (Amendment) Act 2001 (No. 66/2001). This amending Act added the public art collection regime. Section 3B and the insertion of s 6(2)(la) and s 5(1)(fa), (fb) reflect the creation and stewardship duties for a public art collection and the Trust’s power to establish and operate a public art gallery (s 6(2)(la)).
• Victorian Arts Centre (Guarantees) Act 1982 (No. 9741/1982). This Act added or clarified the Trust’s borrowing and guarantee framework under s 7, including the Treasurer’s role and the operation of guarantees and the appropriation from the Consolidated Fund (s 7 amendments and insertions).
• Filming Approval Act 2014 (No. 51/2014). This Act amended the definition section to insert film-related terms (film friendly principles and film permit) and declared the Act to be filming approval legislation (s 3C). It also required that regulations regarding film permits be consistent with film friendly principles (s 19(2)).
• Statute Law Revision and other amending Acts in the 1980s and 1990s adjusted appointment arrangements, employee provisions, fee entitlements, and the Trust’s powers to participate in corporate forms. The table of amendments lists the National Gallery of Victoria Acts and numerous other amending instruments across 1981-2017.

Endnote and marginal note references

• The table of amendments included in the Act gives a chronological list of amending Acts (eg, 1981, 1982, 1987, 1988, 1994, 1995, 1998, 2000, 2001, 2004, 2014, 2017) with dates of assent and commencement. The Act’s text contains insertion and repeal marginal notes attributing specific subsections to named amending Acts and specific schedules and items (for example, s 3A inserted by No. 34/2000 s 5; s 3B inserted by No. 66/2001 s 4; s 3C inserted by No. 51/2014 s 9(Sch. 2 item 21.2)).

Themes of amendment

• Governance and modernisation. Amendments in 2000 and surrounding years updated membership, delegation, delegation limits (non-delegation of by‑law power), and introduced written-resolution procedures (ss 11A, 13A).
• Collections and cultural stewardship. The creation and augmentation of the State collection and a separate public art collection in 2000 and 2001 reflect an expansion of the Trust’s custodial obligations (ss 3A, 3B; s 5 additions).
• Financial oversight and banking. Amendments through the late 1990s and early 2000s reflect evolving financial governance, including requirements to use authorised deposit-taking institutions and Treasurer oversight of investments (s 16(2A), s 7 amendments).
• Land management. Part 5 amendments reconfigured the legal title and management of Arts Centre land and clarified how Crown grants, reservations and existing leases (such as Citipower’s) were to be treated (ss 20-25, ss 21-24).

The Table of Amendments included with the Act provides specific dates of assent and commencement for each amending instrument; practitioners should consult the endnotes for exact statutory citations and commencement dates when tracing the Act’s evolution.

The Act itself, as provided, does not include or mention judicial decisions or case law. The legislation contains no named cases and the printed text does not record any litigation history. Consequently, there are no court decisions cited in the statute to illuminate judicial interpretation of its provisions.

Nevertheless, the Act’s architecture gives rise to a set of foreseeable legal dispute arenas where litigation is possible, anchored in express statutory decision points and procedural duties:

• Ministerial decisions on disposals (s 18(5)). The Minister’s statutory function to decide whether an object or class of objects should be sold or disposed of after objections are received creates an administrative decision susceptible to judicial review on standard grounds (procedural fairness, jurisdictional error, unreasonableness), where aggrieved objectors or stakeholders challenge the decision-making process or result. The Act permits the Minister to delegate the decision to a panel (s 18(6)), which may raise additional issues about the adequacy and lawfulness of delegation.

• Treasurer approvals and guarantees (s 7). Decisions by the Treasurer to approve or refuse borrowing, to impose terms and demand securities, or to execute guarantees could be challenged on ordinary administrative law grounds where decisions are alleged to be made unlawfully or disproportionally. Guarantees that are called and require appropriation from the Consolidated Fund may also raise collateral disputes about the Trust’s compliance with guarantee conditions.

• Compliance with disposal procedure. The Trust’s statutory duty to publish and display notices for at least six months (s 18(2)) and to accept written objections within that period (s 18(3)) establishes reviewable procedures; failure to comply can be the subject of injunctive relief or orders quashing invalid disposals.

• Conflicts, governance and internal decisions. Allegations that the Trust failed to follow conflicts rules (s 11B), improperly constituted meetings (s 11 or s 11A), or exceeded delegated powers (s 13A) may produce judicial proceedings seeking remedies such as declarations, injunctions or orders directing proper corporate governance.

• Contractual and property disputes. Transactions entered into by the Trust under its powers to grant leases and licences (ss 17B-17C) or to enter contracts and joint ventures (s 6(2)(c), (ca)-(cd)) are subject to ordinary civil litigation for breach of contract, property possession, or equitable relief.

• Title and Registrar actions under Part 5. The vesting and revocation operations in Part 5 (ss 21-25) could lead to proceedings concerning land title amendments, the rights of third parties, or the effect of the revocation on encumbrances and reservations , although s 22 lists matters not affected by Part 5, which could preclude certain claims.

Because the Act itself does not document litigation, practitioners must identify case law in public law and administrative law databases where judicial interpretation of s 18 (disposal), s 7 (borrowing and guarantees), s 13A (delegation), s 11B (conflicts) and Part 5 (land revocation and vesting) may have occurred. The statute’s decision‑making nodes described above are the likely loci of judicial intervention; precise litigation patterns and precedent will need to be sourced outside the statute text for practitioners seeking case authority.

The Act contains several specific procedural, governance and operational traps that practitioners and managers should watch for because the statutory language imposes constraints that are easy to overlook.

• Disposal of collection items is slow and procedurally exacting (s 18). The Trust may not sell or dispose of State or public art collection items unless it resolves retention is unnecessary (s 18(1)(a)), publishes and displays a prescribed notice for not less than six months (s 18(2)), receives no objections within six months or, if objections are received, obtains a Ministerial decision allowing the sale (s 18(1)(b)-(c), (3)-(5)). Practitioners should not expect a quick unilateral disposal; the statutory period and referral to the Minister mean disposals can be protracted and publicly visible.

• Ministerial and Treasurer gates can delay or constrain action. Borrowing requires Treasurer approval and the Treasurer may impose terms and demand securities (s 7(1)-(2), (5)). The Treasurer or the Government may guarantee borrowings, with sums payable from the Consolidated Fund (s 7(3)-(4), (3A)). Similarly, the CEO may not be removed without Ministerial approval (s 14(1D)). These approvals create single points of administrative control that may be operational choke points.

• Delegation limitations. The Trust may delegate many powers, but may not delegate the power to make by‑laws or the power to delegate itself (s 13A). This means the Trust must retain direct control of by‑law making and of structuring delegation frameworks, which can create board-level bottlenecks or require careful delegation design.

• Staff are outside the Public Administration Act framework. Persons employed by the Trust are not, in respect of that employment, subject to the Public Administration Act 2004 (s 14(4)). Practically, this changes the employment law landscape for staff, including HR policy choices, disciplinary processes and relations with public sector norms , a difference that needs to be managed proactively.

• Lease and licence term caps and extension aggregation. Leases granted under s 17B may be for terms not exceeding 30 years and may include extensions, but the aggregate of initial term and any extensions must not exceed 30 years (s 17B(2)-(3)(a)). Similarly, licences under s 17C are capped at seven years (s 17C(2)(a)). Practitioners must carefully draft term and option clauses to avoid creating impermissible aggregate terms.

• Part 5 land revocation complexities and protected arrangements. Section 21 revokes Crown grant Volume 8141 Folio 100 and divests arts centre land, but s 22 expressly preserves the permanent reservation of the Arts Centre land and other specified arrangements, and s 23 protects any lease to Citipower from being affected by the divestment. These layered provisions require precise land‑title and encumbrance checks to ensure rights are protected and endpoint title amendments are accurate (see s 25 requiring Registrar of Titles amendments).

• Conflicts rule has an immediate consequence for voting. If a member votes in contravention of the conflicts prohibition, the vote must be disallowed (s 11B(4)). Failure to declare an interest and abstain may therefore nullify decisions and expose the Trust to challenges.

• Film permit regulation is constrained by film friendly principles. Regulations issued under the Act for film permits must not be inconsistent with film friendly principles as defined in the Filming Approval Act 2014 (s 3C and s 19(2)). This reduces regulatory discretion in that space and may limit the content of any by‑laws or regulations concerning filming.

• By-law scope and inconsistency risk. The Trust may make by‑laws for admission, care and preservation of order (s 18A). Those by‑laws must not be inconsistent with regulations made by the Governor in Council (s 19). Practitioners must ensure by‑laws are checked against existing regulations and any delegated powers to avoid legal challenge.

• Financial custody and investment approval. Trust monies must be banked in Treasurer‑approved authorised deposit-taking institutions and investments require Treasurer approval (s 16(2A)-(3)). Operational treasuries must secure Treasurer approvals and suitable banking arrangements before acting.

These are not abstract risks; they create concrete operational and legal constraints that must be planned for when undertaking disposals, entering leases, structuring commercial activities, hiring or removing senior staff, or modifying internal governance.

To comply with the Act, the Trust, its board members, executives and counterparties must observe specific procedural steps, obtain required approvals, and keep clear documentary records. Below are practical, source‑grounded steps tied to statutory requirements.

Governance and meeting procedure

• Appointments and tenure. Ensure all Trust appointments are made by the Governor in Council and documented; terms should not exceed three years unless otherwise specified (s 8(1), s 8(2)). Track cumulative service to enforce the nine‑year cap on consecutive service and apply exceptions correctly (s 8(2A)). Record resignations, incapacity and removal events in accordance with s 9.
• Quorum and resolutions. Hold at least four Trust meetings per calendar year and ensure a majority of current members constitutes quorum (ss 13(4), 11). For resolutions without a meeting, take reasonable steps to notify each member of the proposed resolution and collect signed documents from a majority of members; do not count conflicted members in the majority calculation (s 11A(1)-(4)).
• Conflicts declaration. Implement a conflicts register and require members to declare direct or indirect pecuniary interests as soon as practicable. Table declarations at the next meeting and record them in minutes. Ensure conflicted members are absent during deliberations and do not vote (s 11B(1)-(5)). Where a member votes improperly, be prepared to disallow the vote and record both the error and corrective action (s 11B(4)).

Financial compliance

• Fund management and banking. Establish the Victorian Arts Centre Fund and ensure all moneys received by the Trust are paid into it (s 16(1)-(2)). Confirm that bank accounts are with authorised deposit-taking institutions approved by the Treasurer and maintain documentation of Treasurer approval (s 16(2A)). Any proposed investments must be put to the Treasurer for approval and documented (s 16(3)).
• Borrowing and guarantees. Do not borrow without explicit Treasurer approval and compliance with any Treasurer-imposed terms and securities (s 7(1)-(2), (5)). Before entering loan contracts, obtain written Treasurer approval and, where a government guarantee is needed, follow the Treasurer’s instructions about security and instruments; appreciate that guarantee payments may be charged to the Consolidated Fund and expect requirements to reimburse amounts paid (s 7(3)-(6), (3A)).

Collections management and disposals

• Disposal checklist. Before any sale or disposal of a State collection or public art collection object:
  • Ensure the Trust has resolved retention of that object or class is unnecessary and inappropriate to the Trust’s activities (s 18(1)(a)).
  • Prepare a notice describing the object(s), stating the Trust’s intention to sell or dispose, and advising that objections may be lodged in writing within six months (s 18(1)(b)(i)-(iii)).
  • Publish the notice in a newspaper circulating generally in Victoria and display it in a prominent public position at the exhibition premises for at least six months prior to proposed disposal (s 18(2)(a)-(b)).
  • Accept written objections within six months from publication or first display and, if objections are received and the Trust wishes to proceed, refer objections to the Minister (s 18(3)-(4)).
  • Await the Minister’s decision or the outcome of a delegate panel before proceeding and notify objectors and the Trust of the Minister’s decision (s 18(5)-(6)).
• Exchanges. Where duplicate material exists, consider exchange arrangements with bodies having similar objects or functions under s 18(7).

Land, leases and licences

• Lease terms and drafting. For leases under s 17B:
  • Verify the lease purpose is not inconsistent with the reservation of the land (s 17B(1)).
  • Ensure the initial term and any extension options together do not exceed 30 years (s 17B(2)-(3)(a)).
  • Include discretionary short holding provisions for up to three months at expiry if required (s 17B(3)(b)).
• Licences. Draft licences for terms not exceeding seven years and align them to the Trust’s terms and conditions (s 17C(2)(a)-(b)).
• Existing leases. Where Part 5 operations affect land, ensure existing leases (for example Citipower) are reviewed against s 23 to avoid inadvertently treating them as terminated or in default.

Employment and senior appointments

• CEO appointment and removal. Appoint the CEO with Ministerial approval; document the instrument of appointment including term not exceeding five years and reappointment conditions (s 14(1B), (1C)). Note that removal requires Ministerial approval and plan human resources processes accordingly (s 14(1D)).
• Employee terms. Adopt employment contracts and conditions set by the Trust, recognising employees are not governed by the Public Administration Act 2004 for employment matters (s 14(3)-(4)).

Delegation and by‑laws

• Delegation instrument. Where delegating powers under s 13A, do so by instrument under the common seal, specifying the functions or powers, the delegate or class of delegates, and any limitations. Remember that makings of by‑laws and the power of delegation itself cannot be delegated (s 13A(1)-(2)). Maintain registers of delegations for auditability.
• By‑laws drafting. When making by‑laws under s 18A, ensure they are not inconsistent with any regulations under s 19 and conform to the Trust’s functions regarding admission, care and preservation of the Centre. Coordinate with the Minister’s office and legal counsel to ensure consistency with any film permit rules (s 19(2)).

Regulatory and filming compliance

• Film permits. If regulations concerning film permits are enacted, ensure compliance with film friendly principles as required by the Filming Approval Act 2014; any permit schemes must conform to those principles (ss 3C, 19(2)). Coordinate with the statutory framework for film approvals under the Filming Approval Act 2014.

Record-keeping, audit and transparency

• Minutes and notice proof. Keep meticulous minutes, records of notices published and displayed for disposals, written objections and correspondence with the Minister or Treasurer. Produce evidence of compliance with the six‑month notice and display requirements (s 18(2)-(3)).
• Audit readiness. Engage public auditors as appropriate for intermediate inspections (s 17(6)) and maintain books and accounts with clear documentation of deposits, investments and borrowings to satisfy Treasurer and external reviewers.

Land title and Part 5 adjustments

• Title amendments. Follow through with the Registrar of Titles’ requirements under s 25 after any operation of Part 5, ensuring that recordings under the Transfer of Land Act 1958 are updated. Check for preserved reservations and perpetual licences listed in s 22, and protect existing leases per s 23.

These steps reflect the statutory mechanics in the Act. For each material transaction