CONSTITUTIONAL CHANGES ENDORSED AT EXTRAORDINARY GENERAL MEETING
At the Extraordinary General Meeting (EGM) held at Newcastle Art Gallery on Monday, 17 November, members unanimously endorsed the proposed changes to the Newcastle Art Gallery Foundation Constitution, as circulated with the Notice of Meeting on 24 October 2025. We thank all members who attended the EGM or submitted a proxy to participate in this important process. For those unable to attend, we are pleased to provide an update on the changes.
Earlier in 2025, the NAGF Board engaged Sparke Helmore Lawyers on a pro bono basis to review the existing Constitution against best practice for charitable companies under the Australian Charities and Not-for-profits Commission (ACNC) guidelines. Sparke Helmore provided a number of recommendations which the Board carefully considered, resulting in the proposed amendments put forward to the membership.
Delinking Membership from Donor Status
A key change in the new Constitution is the separation of Foundation membership from donations and donor status. This approach reflects best practice and ensures that membership represents active engagement in the governance and operation of the Foundation, rather than being linked to donor activity. The Foundation will continue to focus on philanthropic support for the Gallery and its tax-deductible charitable purpose.
Under the new Constitution, individuals may be invited by the Board to apply for membership based on their involvement in, and contribution to, the Foundation’s objectives.
No Impact on Existing Members
These changes do not affect current members. All existing members will remain members under the Constitution until their membership ceases in accordance with its terms. The revised membership provisions apply only to new applicants from the date the new Constitution takes effect.
Our existing Membership Levels will transition to a Donor Honour Roll, recognising donor contributions without implying membership status. This Honour Roll will continue to be displayed in the Gallery and on the Foundation website.
The Board also believes that shifting the focus away from membership will help clarify the distinction between the Foundation and the Newcastle Art Gallery Society, which continues to operate a benefits-based membership model. This clearer separation will support more effective communication of the Foundation’s role in philanthropic fundraising for the Gallery.
Other Constitutional Changes
The new Constitution also includes several additional amendments to align more closely with ACNC best practice:
Director Terms:
Previously, all Directors were required to retire annually and be eligible for reappointment. The new Constitution introduces three-year terms, with one-third of Directors retiring each year at the AGM. This staggered rotation enhances continuity and strengthens governance by reducing the risk of a complete Board turnover in any single year.
Director Nomination Rights:
Tiered nomination rights based on membership levels have been removed. This change opens the process to a broader and more diverse pool of candidates for Board selection.
Council Nominated Director:
The new Constitution now clearly outlines the appointment process and term of the Council Nominated Director—details that were not contained in the previous Constitution.
The Constitution is available on the Foundation website for your reference. We believe it provides a strong, contemporary governance framework that positions the Foundation to best support Newcastle Art Gallery during this exciting new era.