Corporate governance charter and incorporated rules (june 2018)

West Australian Opera CORPORATE GOVERNANCE CHARTER

NOTES Noted dated 19 June 2018 Note 1 Please note that the constitution is currently under legal review (Constitution) for compliance with new regulations Note 2 Please note that the Board Charter will be updated once the (Corporate Governance Charter) Constitution has been updated and approved

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CORPORATE GOVERNANCE CHARTER CONTENTS 1.1 Company Background ...................................................................................................................... 3 1.2 Vision ............................................................................................................................................. 3 1.3 Mission ........................................................................................................................................... 3 1.4 Key Goals ....................................................................................................................................... 3 Section 1 – Role of the Board ................................................................................................................... 4 1.1 The Role of the Board ............................................................................................................... 4 1.2 Board Structure ........................................................................................................................ 4 1.3 The Role and Duties of Individuals ............................................................................................. 5 1.4 The Role of the Chairman.......................................................................................................... 6 1.5 The role of the Secretary ........................................................................................................... 7 1.6 The Role of the General Manager .............................................................................................. 7 Section 2 – Improving Board Process ........................................................................................................ 8 2.1 Meeting Frequency, Time, Place and Attendees .......................................................................... 8 2.2 Quorum ................................................................................................................................... 8 2.3 Draft agenda ............................................................................................................................ 8 2.4 Board Papers .......................................................................................................................... 8 2.5 Matters arising from the minutes ................................................................................................ 9 2.6 Major correspondence .............................................................................................................. 9 2.7 General Manager’s Report ........................................................................................................ 9 2.8 Board Committees and Working Parties ...................................................................................... 9 2.9 Board Minutes and Board Papers ............................................................................................... 9 2.10 Committees ........................................................................................................................... 10 2.11 Finance Committee ................................................................................................................. 10 Section 3 – Key Board Functions............................................................................................................. 11 3.1 Delegation of Authority ............................................................................................................ 11 3.2 Risk Management ................................................................................................................... 11 3.3 Strategy Formulation ............................................................................................................... 11 3.4 Management Advice ............................................................................................................... 11 3.5 General Manager’s Evaluation ................................................................................................. 12 Section 4 – Continuing Improvement ....................................................................................................... 12 4.1 Board Protection ..................................................................................................................... 12 4.2 Board Evaluation .................................................................................................................... 12 4.3 Director Induction ................................................................................................................... 12 4.4 Code of Conduct for Directors (AICD guidelines) ....................................................................... 13 APPENDIX 1 ......................................................................................................................................... 14

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1.1

Company Background

West Australian Opera was established in 1967. It is Western Australia’s only full-time, professional opera company. The company presents operas drawn from the mainstream operative repertoire and offers an annual subscription season of mainhouse productions and ancillary activities, including concerts and community events in Western Australia. It is an incorporated association with a board of eight directors. The company receives its income from federal and state funding, box office revenue, donations and sponsorship.

1.2

Vision

The company’s vision is for opera to be “an evolving, relevant and valued artform that enriches our community.”

1.3

Mission

The company’s mission is “to make opera a highly accessible and stimulating part of West Australian cultural life; to develop and nurture Australian artists and audiences, and through them, to ensure the vitality and relevance of the artform”.

1.4

Key Goals

The company’s four key goals are to present opera at the highest professional level; to explore traditional and dynamic approaches to presenting opera in a range of geographical and social contexts in WA; to establish initiatives for audience development; and to provide opportunities for creative and performing artists.

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Section 1 – Role of the Board 1.1

The Role of the Board

The Board has overall responsibility for the performance and good corporate conduct of the Company.

The Board is responsible for, and has the authority to determine, the policy, practices, management and operation of West Australian Opera and shall do all such things as may be necessary to be done from time to time in order to carry out the objectives of the Company.

Without limiting this general role, the principal functions and responsibilities of the Board include: 1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

Overseeing the management of the Company and the management of risks setting the short, medium and long term goals of the Company providing strategic direction to the Company determining the policies governing the operations of the Company appointing and setting the terms and conditions of the appointment of the General Manager and the Artistic Director Reviewing and providing feedback to the General Manager and Artistic Director on their performance Establishing and determining the powers and functions of all committees of the Board Approving the annual budget and long-term budget plans Approving significant contracts and agreements entered into on behalf of the Company Monitoring the performance of the Company, reviewing audit reports, and providing direction on any corrective action needed Ensuring proper accounting records are maintained by the Company Ensuring legislative and regulatory compliance Reporting to members on the performance of the Company Reviewing annual progress and performance in meeting the objectives of the Company including, reporting on the outcome of such reviews

The Board will carry out its activities through the General Manager and delegates to him/her specific powers and responsibilities.

1.2

Board Structure 

In line with good governance principles, the Board of West Australian Opera believes that it is essential for its structure to reflect the need for independence, transparency, flexibility and to protect/represent the interests of all stakeholders The structure and powers of the board are set out in the Constitution (refer Appendix 1)

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1.3

The Role and Duties of Individuals The Board of West Australian Opera is responsible for the overall success of the Company, including: 1. Financial operations and solvency 2. All matters as prescribed by law and 3. The strategic direction of the Company.

The common law principle of the duties of directors is to act honestly, to exercise reasonable care and skill, to be diligent and to be aware of and understand the fiduciary duties of a director. These are: 1.3.1 Duty to Act in Good Faith The duty to act in good faith (bona fide) is an overall common law duty. A director owes the Company the fiduciary duty to act in good faith. This requires the director to act for the benefit of the Company.

Directors must retain their independence and not act in accordance with the wishes of a third party.

The common law duty is reinforced by section 181 of the Corporations Law which provides that a director must exercise their powers in good faith in the best interests of the corporation and for a proper purpose. The courts have interpreted this duty to act ‘honestly’ in common law terms to mean acting in good faith and in the best interests of the Company.

A director must not by intention or lack of clarification to another person or party give a view or opinion that is interpreted as representing the opinion of the Board or the Opera Company unless such a view has been discussed and agreed by the Board.

1.3.2 Duty to Avoid Conflict of Interest A director must avoid situations where there is a real possibility of conflict between their personal interests and the interests of the Company.

Where a conflict does arise, full disclosure must be made to the board of directors. A director must be aware of both actual and potential conflicts of interest.

This duty is designed to prevent directors from making a profit out of acting as a director and further, prevents directors from putting themselves in a position where it appears they may be acting in their own interests. As a general rule, a director breaches this duty even

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though they may not have made a profit, the Company may not have suffered a loss, or the terms of the contract were fair.

Under the Corporations Law the directors of the Company must give notice of any material personal interest they have in any matter relating to the Company.

1.3.3 Confidential Information No member of the Board shall disclose or communicate any information that is acquired by virtue of his or her office as a Board Member unless: a) b) c)

required to do so by law; or specifically authorised to do so by the Board of Directors; or the information is already available to the public.

1.4 The Role of the Chairman The chairman is elected by the Board. The chairman is the spokesman for the Company at the AGM and in the reporting of performance and represents the Board to government, industry and in other public forums.

The chairman will:  chair Board meetings and ensure meetings run smoothly, efficiently and effectively with maximum debate and minimum conflict  establish the agenda for Board meetings in consultation with the General Manager Key responsibilities of the Chairman are to: 1. Ensure that the Board participates in setting the strategic direction; 2. Ensure that the Board sets appropriate policies, accountabilities and limitations to guide management in business operations; 3. Ensure the Board has access to timely information to undertake effective decision making and actions; 4. Oversee the administrative and reporting processes that support the Board in its meetings and other activities; 5. Direct Board discussion to effectively use time to address the critical issues facing the organisation; 6. Represent the Board’s views in key government arenas and public forums; 7. Oversee the effectiveness of the Board, General Manager and Artistic Director performance assessment processes, and play a leading role in providing feedback and negotiating for the Artistic Director and General Manager’s professional development; 8. Maintain an ongoing and healthy relationship with the General Manager 9. Oversee the Board and Management succession planning policy.

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1.5

The role of the Secretary

The General Manager acts as Secretary to the Board and will: 1. ensure that the Agenda and Board papers are forwarded to directors at least five days before the Board meeting 2. write and maintain the minutes of Board meetings 3. subject to provisions for shorter notice of a Board meeting, the secretary shall notify the directors in writing at least 14 days in advance of a meeting of the Board

1.6

The Role of the General Manager 1.6.1 Strategic 1. Directs and is fully responsible for all operations of the Company within the strategic plan, approved budget, established policy and in accordance with the authority delegated by the Board of Directors.

2. Ensures and is responsible for the overall achievement of the strategic plan 3. develops and presents plans, strategies, objectives, budgets and reports to the Board.

4. Ensure the development and presentation of appropriate policies for Board approval.

5. Directs and monitors the response to opportunities and risks 6. Establishes and maintains a sound working relationship with industry, sponsors, funders, members, suppliers, consultative bodies, interest groups and other parties.

1.6.2 Management 1. Carries out the day-to-day management of the Company.

2. Manages company staff including permanent, casual and seasonal employees 3. Minimises risk by ensuring appropriate policies, system and controls are in place and are regularly reviewed.

4. Ensures the Association complies with all internal policies, relevant legislation, the Constitution, prudential standards and accounting standards.

5. Ensures all reporting requirements are met as required by the board and funders, and that all reports are an accurate reflection of the company’s business.

1.6.3 Programme Delivery 1. Reviews organizational performance, evaluates the effective and efficient delivery of programs, products and services, and identifies and recommends improvements.

2. Maintains cost effective operations and improves administrative efficiency and quality of service.

1.6.4 Board Relations 1. Keeps the Chairman and Board informed, at an appropriate level, of all the activities of the Association.

2. Consults with the Chairman on the development of the Board meeting agenda, committee work, and the preparation of minutes of Board Meetings.

3. Consults with the Chairman on matters requiring resolution of approval of the Board.

4. Ensures Board decisions are properly implemented.

5. Brings to the Boards attention any matter of material significance and risk.

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Section 2 – Improving Board Process 2.1

Meeting Frequency, Time, Place and Attendees  

2.2

Unless otherwise determined, the Board meets on a monthly basis.

Attendees will comprise all Board members, the General Manager and any other party scheduled to give a report or presentation to the Board.

Quorum The quorum for a Board meeting is three directors. The quorum must be present at all times during the meeting (Refer Constitution).

2.3

Draft agenda

The General Manager in consultation with the chairman prepares the agenda for each Board and committee meeting. The Board meeting agenda will generally follow the format outlined below.

Each meeting should allow time for informal discussion between directors.

Agenda Items Present/Apologies Minutes of the Previous Meeting including noting and approving the minutes Outstanding matters arising from the minutes Items requiring Board Resolution Financial Report Report by the Chairman Report by the General Manager Committee Reports Correspondence General Business Next Meeting of the Board

2.4

Board Papers 1. The General Manager is responsible for the preparation and circulation of Board papers.

2. Board papers should be circulated to directors to arrive a minimum of five days before the Board meeting.

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2.5

Matters arising from the minutes 1. Any item from previous minutes about which the board requires further information or a progress report and which will not be raised in the main body of the meeting.

2. Items will either be dealt with as raised, or it will be noted where in the agenda the item is planned to be discussed.

3. Each item raised and the response will be recorded in the minutes of the meeting.

2.6

Major correspondence Major correspondence comprises any correspondence addressed to the Board and any significant correspondence received by the chairman, the General Manager, or other Company correspondence about which directors should be aware and will be included in the Board papers, unless such correspondence is received within the time period between the circulation of Board papers and the Board meeting, in which case it can be tabled at the meeting.

2.7

General Manager’s Report 1. The General Manager’s report is a key component of the Board meeting. It is through this report that directors are kept appraised of West Australian Opera’s operations and activities. It also serves as major documentary evidence of the extent to which directors asked to be kept informed and were kept informed of West Australian Opera’s activities.

2. The General Manager’s report is provided in a written format and expanded verbally by the General Manager at the meeting. The written report is included with the Board papers and circulated 5 days before the meeting.

2.8 Board Committees and Working Parties 1. Where the Board has established sub committees of the Board and/or working parties, these will report each month to the Board on progress.

2. Where a decision is required, a recommended resolution will be included with the papers.

2.9 Board Minutes and Board Papers 1. Minutes will contain a brief review of the discussion plus the official resolution adopted by directors.

2. All decisions will be recorded by means of a formal resolution.

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3. The chairman will read the precise resolution before the Board and ask for all in favour and those against. The exact wording will be recorded and whether the resolution was carried or defeated, but will not contain the number of votes.

4. Directors who dissent can ask to have their decision noted in the minutes.

5. Minutes will be prepared in draft form by the company secretary and be provided to the chairman for changes within four days of the meeting.

6. The Minutes, once approved by formal resolution cannot be amended.

7. The secretary will maintain a complete set of Board papers at West Australian Opera’s office.

2.10 Committees The West Australian Opera’s Board will have the following committees: 1. Finance 2. Marketing and Development 3. Artistic Peer Assessment And any other Committees or sub-committees which the Board agrees to establish.

2.11

Finance Committee 2.11.1 Risk Management and Financial Controls  Review adequacy of the budgetary process  Review the budget and performance in detail  Monitor corporate risk and risk management  Monitor effectiveness of financial controls  Consider and review the scope of work, reports and activities of the external auditor 2.11.2 Policies, Systems and Reporting  Review insurance matters and adequacy of insurance cover  Evaluate the adequacy and effectiveness of risk management, operating and accounting policies, control systems and reports to ensure compliance with relevant legislation, accounting standards and prudential standards.  Review annual financial reports and statements

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Section 3 – Key Board Functions 3.1

Delegation of Authority The Board has delegated responsibility for the operation and administration of the company to the General Manager.

The Board is responsible for ensuring that objectives and activities are aligned with the expectations and risks identified by Management and the Board. The Board has a number of mechanisms in place to ensure this is achieved and include the following:    

3.2

Board approval of strategic plan Active involvement in developing and approving initiatives and strategies designed to ensure the continued growth and success of the company Approval of operational plans and budgets and monitoring progress against approved budgets;

Risk Management

The Board is responsible for ensuring that significant business risks are identified. Risk Management policies are approved by the Board for identified sources of business and operational risk.

3.3

Strategy Formulation  

3.4

The Board is responsible for setting and approving the strategic direction of West Australian Opera The strategic plan is updated each year

Management Advice It is recognised that a key component of board function is providing a sounding Board for the General Manager.

The Board of West Australian Opera should provide frank and honest advice to the General Manager. Similarly, all advice should be constructive in nature and provided in a positive manner.

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3.5

General Manager’s Evaluation  

The evaluation is undertaken annually by the Board, with the process coordinated by the Chairman The Chairman will prepare a brief report for the Board

Section 4 – Continuing Improvement 4.1

Board Protection 4.1.1 Access to Information 1. The Company will hold a complete set of Board papers for Directors for a period of at least seven years.

2. Directors are entitled to access these papers, for the period they were a Director, on request, even if they have ceased to be Directors.

4.1.2 Directors and Officers Insurance 1. The Company will maintain Directors insurance.

2. This insurance cover will be reviewed annually 4.1.3 Information Seeking Protocol Directors will adhere to the following protocol when seeking information: 1.

Discuss the issue with the Chairman or, if appropriate, with the General Manager 2.

If a resolution is not forthcoming, write a letter to all Board members and the General Manager detailing the information required, purpose of the information, and who the Director intends to approach in order to obtain the information.

4.2

Board Evaluation Board Evaluation  Each year the Board will conduct an evaluation of its performance.

4.3

Director Induction New Directors will undergo an induction into their role on the Board. Information conveyed to the new Director will include: 1. Formal policies on Director appointment as well as conduct and contribution expectations.

2. The company’s strategic plan and annual programme and budget 3. Background information on and contact information for key people in the company including an outline of their roles and capabilities.

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4.4

Code of Conduct for Directors (AICD guidelines)

The following information is provided for guidance only and is sourced from Articles of Association of the Australian Institute of Company Directors 1.

A director must act honestly, in good faith and in the best interests of the Company as a whole.

2.

A director has a duty to use due care and diligence in fulfilling the functions of office and exercising the powers attached to that office.

3.

A director must use the powers of office for a proper purpose, in the best interests of the Company as a whole.

4.

A director must recognise that the primary responsibility is to the Company’s shareholders as a whole but should, where appropriate, have regard for the interests of all stakeholders of the Company.

5.

A director must not make inappropriate use of information acquired as a director.

6.

A director must not take improper advantage of the position of director.

7.

A director must not allow personal interests, or the interests of any associated person, to conflict with the interests of the Company.

8.

A director has an obligation to be independent in judgment and actions and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board.

9.

Confidential information received by a Director in the course of the exercise of directorial duties remains the property of the Company from which it was obtained and it is improper to disclose it, or allow it to be disclosed, unless that disclosure has been authorised by that Company, or the person from whom the information is provided, or is required by law.

10. A director shall not engage in conduct likely to bring discredit upon the Company.

11. A director has an obligation, at all times, to comply with the spirit, as well as the letter of the law and with the principles of this Code.

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APPENDIX 1

THE WESTERN AUSTRALIAN OPERA COMPANY INCORPORATED RULES

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THE WESTERN AUSTRALIAN OPERA COMPANY INCORPORATED RULES Adopted the 15th day of May 1996

Name of Association The name of the association is The Western Australian Opera Company Incorporated.

Definitions In these rules, unless the contrary intention appears – “Act” Means the Associations Incorporations Act 1987 as amended from time to time; “Association” means the association referred to in Rule 1; “Auditor” means the auditor for the time being of the Association; “Board” means the board of management of the Association referred to in Rule 11(1); “Chairperson” means the chairperson for the time being of the Board; “Director” means a person who is a member of the Board; “financial year” means the period of twelve months ending on 31 December each year and includes the period from adoption of these Rules until the next 31 December and the period ending with the winding up of the Association and the commencing on the then previous 1 January; “General Meeting” means any meeting of the members of the Association convened under Rule 21; “Member” means any member of the Association whose name appears in the register of members of the Association; “Ordinary resolution” means a resolution other than a special resolution; “Patron” means any patron for the time being of the Association; “Rules” means these rules as amended from time to time; “Secretary” means the secretary for the time being of the Association, “Special resolution” means a resolution put to a General Meeting: (a) of which not less than 21 days notice has been given; and (b) which is passed by a majority of not less than 75% of those members present in person or by proxy at the meeting and entitled to vote in favour of it.

Objects The objects for which the Association is formed are to advance opera and the musical theatre and without limiting the generality of the foregoing:-

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(a) to organise and by any means to conduct, promote or finance the performance of opera, musical theatre, theatrical productions of all kinds and on any scale whether professional or amateur; (b) to establish, organise and conduct projects or enter into arrangements for the furtherance of opera and musical theatre and for that purpose but without restricting in any way the generality thereof to carry on all or any of the businesses of theatre proprietors, agents or managers wherever the Board may deem expedient whether in Western Australia or elsewhere; (c) to promote, produce or in any way present in any capacity or in collaboration with others such operas, musical theatre, performances, concerts, debates, lectures, films or other programmes as the Board may from time to time think fit; (d) to purchase or otherwise acquire and obtain exclusive rights to or other interests in copyrights of representation and any other rights of or in operas, plays, music, poetry, designs and other writings, compositions, recordings and publications; (e) to provide or assist in providing theatres and appurtenances of theatre; (f) to afford facilities for meetings and gatherings of all descriptions whether literary, dramatic, musical or other3wise and to construct, acquire, hire or lease property and all equipment materials and facilities for those purposes; (g) to establish, conduct, assist or participate in the organisation of classes, training schemes and other programmes for actors, authors, composers, playwrights, producers, directors, designers, singers, dancers and all other person in any way concerned in the activities of the Association; (h) to take such steps by personal or written appeals in public meetings or otherwise as may from time to time be deemed expedient for the purpose of procuring contribution to the funds of the Association in the form of donation, subscriptions or otherwise; (i) to print and publish any newspapers, periodicals, books or leaflets which the Board may think desirable for the promotion of the Associations objects; (j) in the furtherance of such objects of the Association to make donations as the Board may see fit; and (k) to do such other acts and things as are or may be conducive or incidental to giving effect to the objects or advancing the welfare of the Association, whether of a similar nature to the above or not.

The property and income of the Association shall be applied solely towards the promotion of the objects of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members, except in good faith in the promotion of those objects.

Powers of Association The Association shall have the powers provided in section 13 of the Act.

Membership and Rates of Subscription 5.1 There shall be the following classes of members, namely:-

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(a)

Ordinary members who shall be those persons who have paid the entrance fee (if any) and annual subscription fixed by the Board from year to year for such privileges as are hereinafter mentioned.

(b)

(i) Life members who shall be such persons who shall have paid a single subscription equal to ten years annual subscription at the rate then current. (ii) Honorary life members who shall be such persons appointed at an Annual or Extraordinary General Meeting on the recommendation of the Board for outstanding service to the Association, such recommendation to state the reasons prompting its submission. (c)

Honorary members who shall be invited by the Board in its absolute discretion and who accept appointment. They shall retain the appointment for the period decided upon by the Board which shall not in any event exceed twelve months.

(d)

Junior members who shall be such persons under the age of EIGHTEEN (18) years who shall have paid such reduced entrance fee (if any) and annual subscription as shall be fixed by the Board from year to year.

(e)

Corporate members who shall be corporation and similar bodies corporate who shall have paid the entrance fee (if any) and annual subscription fixed by the Board from year to year for such privileges as are hereafter mentioned.

5.2 Applications for membership shall be made to the Secretary in the form from time to time prescribed by the Board in writ8ing and signed by the applicant.

Voting, Proxies and other Rights Subject to these Rules, all members (other than junior members) shall possess voting rights at all General Meetings.

Each member entitled to vote and present in person or by proxy at a General Meeting is entitled to a deliberative vote.

No member shall be entitled to vote at any General Meeting if their annual subscription is unpaid at the date of the meeting.

In the case of Extraordinary General Meetings, no member shall be entitled to vote unless they have been registered members of the Association for a period of not less than THREE (3) months prior to such a meeting.

(a) A member may appoint another person to be their proxy to attend or vote on behalf of the appointing member at any General Meeting. (b) The instrument appointing a proxy shall be in writing and signed by the appointer in a form prescribed or otherwise acceptable to the Directors. (c) Any person appointed as a proxy must be a member.

Except to the extent provided in these Rules to the contrary, the rights and entitlements of members of each class are the same.

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Register of Members The Secretary shall on behalf of the Association keep and maintain or cause to be kept and maintained the register of members in accordance with section 27 of the Act and that register shall be so kept and maintained at such place as agreed to by the Board.

Subscriptions of Members 8.1

The Board shall from time to time determine:(a) the amount of the subscription to be paid by each prospective member of each class of membership; and (b) the frequency and due date of subscription payments to maintain membership.

Resignation of Members A member may resign as a member by delivering to the Secretary notice in writing of their resignation.

A member whose subscription remains unpaid for more than TWO (2) months after the due date for payment shall be deemed to have delivers a notice of resignation to the Secretary in term of Rule 9.1.

The Secretary shall as soon as practicable, following receipt (or deemed receipt under Rule (.2) of a resignation notice remove the name of the relevant member from the register of members of the Association.

A person who ceases to be a member under Rule 9.3 remains liable to pay the Association the amount of any subscription due and payable by that person to the Association but unpaid at the date of that cessation.

Expulsion of Members 10.1

If the Board considers that a member should be expelled from membership of the Association because of conduct detrimental to the interest of the Association, the Board shall give notice in writing to the member: (a)

of the proposed expulsion and of the time, date and place the Board the question of that expulsion will be decided; and

(b)

particulars of that conduct;

meeting at which

not less than SEVEN (7) days’ before the date of the Board meeting referred to in paragraph (a).

10.2

At the Board meeting referred to in a notice communicated under Rule 10.1, the Board may, having afforded the member concerned a reasonable opportunity to be heard by, or to make representations in writing to, the Board, expel or decline to expel that member from membership of the Association and shall, forthwith after deciding whether or not so to expel that member, communication that decision in writing to that member.

10.3

Subject to the Rule 10.5, a member who is expelled under Rule 10.2 from membership of the Association shall be deemed FOURTEEN (14) days after the day on which the decision so to expel is communication under Rule 10.2 to have sent a notice of resignation to the Secretary in terms of Rule 9.1.

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10.4

A member who is expelled under Rule 10.2 from membership of the Association shall, if that member wished to appeal against that expulsion, give notice to the Secretary of intention to do so within the period of 14 days referred to in Rule 10.3.

10.5

When notice is given under Rule 10.4:

11

(a)

the Association at the next General Meeting, following the expulsion of the member, may, after having afforded the member who gave that notice a reasonable opportunity to be heard by, or to make representations in writing to, the Association at the General Meeting, by special resolution set aside the decision of the Board to expel that member; and

(b)

the member who gave that notice does not cease to be a member until the next General Meeting but that members’ membership is suspended pending next General Meeting.

Board

11.1 The affairs of the Association shall be managed by the Board 11.2 (a)

the number of Directors shall not be less than SEVEN (7) nor more than the intention that: (i)

NINE (9) and with

FIVE (5) Directors (“Specified Directors”) Shall have skills from one or more of the following disciplines and shall be elected by the members in General Meeting: (A) Business Management (B) Sponsorship and fundraising (C) Financial (D) Legal (E) Marketing

(ii) (iii)

(b) (c) (d)

11.3

TWO (2) Directors (“General Directors”) shall have general experience and shall be elected by the members in General Meeting.

TWO (2) Directors shall be appointed by the Chairperson pursuant to Rule 11.4.

No person shall be eligible to be nominated or appointment as a Director unless that person is a member.

No full time or part-time employee of the Association shall be eligible to be appointment to the Board.

No Corporation or its nominee is eligible to be nominated as a Director to the Board. The nominated representative of a Corporation may however be nominated as a Director nominee if the representative is a financial member of the Association.

The office of the Specified Directors and General Directors referred to in Rule 11.2(a)(i) and (ii) shall be filled by persons elected at an Annual General Meeting as follows:-

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(a) A nomination of a member for the office of a Specified Director or General Director shall be in writing and will, in the case of nomination of a Specified Director, specify which discipline the nominee proposes to represent on the Board. Each nomination will be signed by a proposer and a seconder both of whom must be member, and by the nominee and shall be in the following form: “THE WESTERN AUSTRALIAN OPERA COMPANY INCORPORATED 1.

FORM OF NOMINATION OF SPECIFIED DIRECTOR AND/OR GENERAL DIRECTOR OF THE ASSOCIATION I of being a member of the Association hereby nominate

for election to the following office of the Association (1) Specified Director in the discipline set out below, namely: (Tick one discipline only) A ( ) Business Management B ( ) Sponsorship and Fund Raising C ( ) Financial D ( ) Legal E ( ) Marketing AND/OR (2) General Director

Proposer DATED:

Seconder

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DATED:

I hereby accept the above mentions nomination.

Nominee

DATED: (b)

All nominations shall be lodged with the secretary in a sealed envelope marked “Nomination Form” at least SEVEN (7) days before the Annual General Meeting (“ Nominations Closing Date” ) at which the nomination is to be voted on. All nominations shall be opening by the secretary as soon as practicable after the Nominations Closing Date in the presence of a person nominated by the Board.

(c) If there are an insufficient number of nominees, the Directors shall nominate other persons for election to fill the vacancies. (d) Lists of the nominees’ names indicating whether they are nominated as Specified Directors or General Directors and , in the case of Specified Director nominees, the discipline for which they are nominated, together with the office of the Association for at least FIVE (5) days before the relevant Annual General Meeting. (e) Balloting lists for the offices of Specified General Directors and General Directors shall be prepared containing the names of the nominees in alphabetical order. The same type shall be used for the name of each nominee but the name of any retiring Director shall be marked with an asterisk. The result of the election for the Specified Directors shall be determined before that of the General Directors. Any nomination of and votes for a nominee who is elected as a Specified Director at the meeting, shall be disregarded for the purpose of the election of the General Directors at the meeting. Voting shall be conducted in secret by ballot and the results shall be decided by simple majority as determined by the Secretary.

11.4

The Chairperson may at any time and from time to time appoint any person as a Director for the purposes of Rule 11.2 (a)(iii) but so that the total number of such Directors so appointed shall not at exceed TWO (2). Any Director shall hold office for the term specified by the Chairperson being no more than THREE (3) years and shall not be eligible for re-appointment.

11.5 (a)

At each Annual General Meeting one-third of the Directors or if their number if not a multiple of three, the number nearest to one-third shall retire from office.

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(b)

The Directors to retire at each Annual General Meeting shall be those who shall have been longest in office since their last appointment or election.

As between two or more who became or were last re-elected Directors on the same day those to retire shall (in default of agreement between them) be determined by lot.

(c)

A retiring Director shall remain in office until the conclusion of the meeting at which that Director retires.

(d)

A retiring Director shall be eligible for re-election.

(e) 11.6

No Director shall remain in office for more than three years without submitting for re-election.

The members in General Meeting may by special resolution remove any Director before the expiration of that Director’s period in office and may by ordinary resolution elect another person instead. In such a case the person so appointed shall hold office only until the next Annual General meeting and may stand for reelection.

11.7

The Board may invite persons to attend meetings of the Board at its discretion.

12

Casual vacancies in membership of the Board

12.1

12.2

13

A casual vacancy occurs in the office of a Director if the Director: (a)

dies;

(b)

resigns by notice in writing delivered to the Chairperson;

(c)

is convicted of an offence or prohibited from holding office as a Director under the Act;

(d)

is permanently incapacitated by mental or physical ill-health;

(e)

is absent from more than three Board meetings in the same financial year of which he or she has received notice without tendered an apology to the person presiding at each of those meetings; or

(f)

ceases to be a member of the Association;

The directors may at any time and from time to time appoint any person as a Director to fill a casual vacancy PROVIDED HOWEVER that in the case of a casual vacancy in the office of a Specified Director, the appointee shall be suitably qualified in the relevant discipline. Any Director so appointed shall hold office only until the next Annual General Meeting.

Powers of the Board

The Board shall have the power to:(a) control and spend funds of the Association:-

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(b) to invest its moneys; (c) to deal with its assets; (d) generally to manage the affairs of the Association; (e) interpret these Rules and decide any question on which these Rules are silent; (f) create by-laws; (g) delegate its duties to sub-committees; (h) authorise the Association to borrow money for any purpose within the objects of the Association, and, if the Board thinks necessary, to give security; and (i) do all things necessary or desirable in furtherance of the objects of the Association.

14

Proceedings of the Board

14.1

The board shall meeting together for the dispatch of business not less frequently than SIX (6) times in each financial year and the Chairperson may at any time convene addition meetings of the Board.

14.2

Each Director has a deliberative vote.

14.3

Except as otherwise expressly provided in these Rules, a question arising at a Board meeting shall be decided by a majority of votes.

14.4

At a Board meeting THREE (3) Directors constitute a quorum.

14.5

Subject to these Rules, the procedure and order of business to be followed at a Board meeting shall be determined by the Directors present at the Board meeting.

14.6

A Director having any director or indirect pecuniary interest referred to in Section 21 or 22 of the Act shall comply with that section.

14.7

The Directors may act notwithstanding any vacancy in their number provided that if their number is reduced to below that fixed by Rule 11.2 they shall have the power only to convene a General Meeting.

14.8

Subject to these Rules, a written resolution signed by no less than one-half of the total number of Directors shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents in like form signed by one or more Directors.

14.9

All acts done at any meeting of the Board or by any person acting as a Director shall notwithstanding that it may afterwards be discovered that there was some defect in a Director’s appointment or that any Director was disqualified be as valid as if every such person had been duly appointed and was qualified.

Chairperson

t)

The Directors may elect a Chairperson and two Deputy Chairperson of their meetings and determine the periods for which they are respectively to hold office. If no Chairperson or Deputy

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Chairpersons are elected, or if at any Board meeting or General Meeting neither the Chairperson nor the Deputy Chairpersons are present at the time appointed for holding it, the Directors shall choose one of their number to preside over the meeting. u)

Subject to this Rule, the Chairperson shall preside at all General Meetings and Board meetings.

v)

In the case of an equality of votes at any Board meeting or General Meeting, the Chairperson or other person presiding over the meeting shall be entitled to an addition casting vote.

Secretary

w)

The Secretary of the Association shall be appointed by the Board for such term at such remuneration and with such powers and duties and upon such conditions and otherwise as it thinks fit and may be removed from office by the Board.

x)

The Secretary shall: (a)

co-ordinate the correspondence of the Association;

(b)

keep full and correct minutes of the proceedings of the Board and the Association;

(c)

comply on behalf of the Association with: (1)

section 27 of the Act in respect of the register of members of the Association;

(2)

section 28 of the Act is respect of the Rules of the Association; and

(3)

section 29 of the Act in respect of the record of the office holders, and any trustees, of the Association;

(d)

have custody of all books, documents, records and registers of the Association; and

(e)

perform such other duties as are imposed by these Rules on the Secretary.

Auditor

A certified practicing accountant or chartered accountant shall be appointed to the position of Auditor by the members at the first Annual General Meeting following the adoption of these Rules. The Auditor shall audit the books and accounts of the Association prior to each Annual General Meeting. The Auditor shall hold office until the Auditor resigns that position or is removed by the members by ordinary resolution at a General meeting. In the event of the Auditor resigning or being removed, the members shall by ordinary resolution at a General Meeting appoint another person holding the required qualifications to be the Auditor.

Patron The members in the General Meeting may appoint Patrons of the Association, who shall hold office until death, resignation or removal from office by special resolution of the member in General Meeting.

Cheques and Negotiable Instruments All cheques, drafts, bills of exchange and other negotiable instruments drawn to a value or:

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less than ONE THOUSAND DOLLARS ($1000) may be signed, drawn, accepted, endorsed or otherwise executed (as the case may be) by any ONE (1) of such FOUR (4) as shall be appointed by the Board from time to time for the purpose of operating the bank account or accounts of the Association.

ONE THOUSAND DOLLARS ($1000) or greater may be signed, drawn, accepted, endorsed or otherwise executed (as the case may be) by any TWO (2) of such FOUR (4) as shall be appointed by the Board from time to time for the purpose of operating the bank account or account of the Association.

Accounts and Inspection of Records 20.1

The Board shall cause proper accounting and other records to be kept, and an annual Auditor’s report to be prepared thereon. The board shall cause to be made out and made available for inspection by the members at or before each Annual General Meeting copies of a profit and loss account, balance sheet and the Auditor’s report made up to a date not more than FOUR (4) months before the date of the meeting.

20.2

The Board shall from time to time determine at what times and places and under what conditions or regulation the accounting and other records of the Association shall be opened to the inspection of members not being Directors and no member (not being a Director) shall have any right to inspect any account or book or paper of the Association except as conferred by law or authorised by the Board or by the Association in General Meeting.

21 General Meetings 21.1

All members and Patrons of the Association shall at the discretion of the Chairperson or other person presiding over the meeting, be entitled to attend, address and be heard at General Meetings.

21.2

The Board: (a)

may at any time convene an Extraordinary General Meeting upon giving members not less than FOURTEEN (14) days’ written notice of the meeting, specifying the general nature of the business for which the meeting is called.

(b)

Shall convene Annual General Meetings to be held at such time and such place as the Board determines PROVIDED THAT:

(c)

(1)

not less than FOURTEEN (14) days notice of each Annual General Meeting shall be given by the Secretary to the members;

(2)

an Annual General Meeting must be held within FOURTEEN (14) months of the last preceding Annual General Meeting; and

(3)

at each Annual General meeting, the Board shall present a report on the activities of the Association over the period since the last Annual General Meeting, and the Specified Director for Finance shall present a statement of income and expenditure covering the period since the last Annual General Meeting and balance sheet as at a date within FOUR (4) months before the date of the Annual General Meeting.

shall convene an Extraordinary General meeting within FORTY TWO (42) days of receiving a request in writing to do so from not less than TEN (10) members which complies with Rule 21.3

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21.3

The members making a request referred to in Rule 21.2(c) shall: (a) state in that request: (1) the purpose for which the Extraordinary General Meeting concerned is required; and (2) particulars of the proposed business to be dealt with at the meeting and of any motions to be moved at such meeting; and (b) sign that request.

21.4

Subject to Rule 21.6, the Secretary shall give to all members not less than FOURTEEN (14) days’ notice of a General meeting and of any motions to be moved at the General Meeting.

21.5

A notice given under Rule 21.4 shall specify:

21.6

(a)

when and where the General Meeting concerned is to be held; and

(b)

particulars of the business to be transacted at the General Meeting concerned and of the order in which that business is to be transacted.

In the case of an Annual General Meeting, the order in which business is to be transacted is: (a)

reading the notice convening the Annual general Meeting;

(b)

reading and confirming the minutes of the previous Annual General Meeting;

(c)

reading and confirming the minutes of any Extraordinary General meeting held during the period between the previous Annual general Meeting and the date ONE (1) month before the date of the present meeting;

(d)

the report of the Chairperson,

(e)

consideration of the accounts and the Auditors report;

(f)

election of Directions to replace outgoing Directors;

(g)

any other business requiring consideration by the Association in General Meeting.

21.7

The Secretary shall give to all members not less than TWENTY ONE (21) days’ notice of a General meeting at which a special resolution is to be proposed and of any other motions to be moved at that General Meeting.

22

Proceedings of General Meetings

22.1

At General Meeting TEN (10) members present in person or by proxy and entitled to vote constitute a quorum.

22.2

If within THIRTY (30) minutes after the time specified for the holding a General Meeting: (a)

as a result of a request or notice referred to in Rule 21.2(c) a quorum is not present, the General Meeting lapses; or

(b)

otherwise than as a result of a request or notice referred to in paragraph (a), the General Meeting stand adjourned to such a time and place as the Board decided.

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22.3

If within THIRTY (30) minutes of the time appointed pursuant to Rule 22.2(b) for the resumption of an adjourned General Meeting a quorum is not present, the members who are present in person or by proxy and entitled to vote may nevertheless proceed with the business of that General Meeting as if a quorum were present.

22.4

The Chairperson may, with the consent of a General Meeting at which a quorum is present, and shall, if so directed by such a General meeting, adjourn that general Meeting from time to time and from place to place.

22.5

There shall not be transacted at an adjourned General Meeting any business other than business left unfinished or on the agenda at the time when the General Meeting was adjourned.

22.6

When a General Meeting is adjourned for a period THIRTY (30) days or more, the Secretary shall give notice under Rule 21 of the adjourned general Meeting as if that General Meeting were a fresh General Meeting.

22.7

At a General Meeting: (a) in the case of election of Directors or referenda, voting shall be conducted by secret ballot at the relevant General meeting in a form prescribed by the Directors. (b) an ordinary resolution put to the vote shall be decided by a majority of votes cast on a show of hands; and (c) a special resolution put to the vote shall be decided by the requisite majority under these Rules cast on a show of hands.

22.8

A declaration by the Chairperson at a General Meeting that a resolution has been passed as an ordinary resolution or special resolution (as the case requires) shall be evidence of that fact.

23

Minutes of Meetings

23.1

The Secretary shall cause proper minutes of all proceeding of all General Meetings and Board meetings to be taken and then to be entered within THIRTY (30) days after the holding of the next succeeding General Meeting or Board meeting following the meeting at which the minutes were taken, as the case requires, in a minute book kept for that purpose.

23.2

The Chairperson shall ensure that the minutes taken under Rule 23.1 are checked and signed as correct by the person presiding at the meeting to which those minutes relate.

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23.3

When the minutes have been entered and signed as correct under this Rule, they shall, until the contrary is proved, be evidence that(a) the General Meeting or board meeting to which they relate was duly convened and held; (b) all proceedings recorded as having taken place at the meeting did in fact take place; (c) all appointments or elections purporting to have been made at the meeting have been validly made.

24

Rules of Association

24.1

Subject to this Rule, the Association may alter or rescind these Rules, or make Rules additional to these Rules.

24.2

A proposed amendment to the Rules shall only take effect if passed by a special resolution voted on at a duly convened General meeting.

24.3

These Rules bind every member and the Association to the same extent as if every member and the Association had signed and sealed these Rules and agreed to be bound by all their provisions.

25

Notices to Members Any Notice required by these Rules to be given to a member shall be deemed to have been sufficiently given if delivered personally, or sent by post to the member at the member’s address appearing in the register of members, and such notice shall be deemed to have given on the day on which it is so delivered.

26

Common Seal

26.1

The Association shall have a common seal on which its name shall appeal in legible characters.

26.2

The common seal of the Association shall not be used without the express authority of the Board and every use of that common seal shall be recorded in the minute book of the Association.

26.3

The affixing of the common seal of the Association shall be witnessed by any TWO (2) Directors or ONE (1) Director and the Secretary.

26.4

The common seal of the Association shall be kept in the custody of the Secretary or of such other person as the Board from time to time decides.

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27

No Statements No member or Patron shall make any statement purporting to be on behalf on the Association unless such statement has been previously authorised in writing by the Board.

28

Indemnity Every Director, officer and employee of the Association shall be indemnified against and it shall be duty of the Board out of the funds of the Association to pay all disbursements, liabilities, costs, losses and expenses which any Director, officer or employee may incur or become liable for by reason of any duly authorised contract or liability into act or thing done or omitted to have been done by any of them in the lawful and proper discharge of their duties.

29

Distribution of Surplus Property on Winding-Up If, on the winding-up of the Association, any property of the Association remains after satisfaction of the debts and liabilities of the association and the costs, charges and expenses of that winding-up, that property shall be distributed: (a) to another incorporated association having object similar to those of the Association; or (b) for charitable purposes, PROVIDED THAT if any property is to be distributed to or for any incorporated association or purposes, the incorporated association or purpose shall be determined by resolution of the members when authorising and directing the Board under section 33(3) of the Act to prepare a distribution plan for the distribution of the surplus property of the Association.

30

Association Funds

The funds of the Association shall be used only in furtherance of the objects of the Association and no funds shall be distributed between the members.

Adopted this day of the members of the Association.

1995 by a duly passed special resolution of

……………………………………….

Chairman

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