Updating NAVA’s Constitution
NAVA has been carefully reviewing and updating its governing document over the past few years to modernise and strengthen our core governance framework.
NAVA’s Articles of Association were originally drafted in the 1980s and have had limited amendments since then, including changes in the late 1990s and a small update in 2017 to introduce an identified Aboriginal and Torres Strait Islander Director position.
Much of the language and many of the processes in the current Articles are now outdated. The establishment of the Australian Charities and Not-for-profits Commission (ACNC) in 2012 introduced updated legal and governance standards that all registered charities, including NAVA, must meet. Additionally, as the national peak body that sets good practice standards for the visual arts sector, it is important that NAVA’s own governance reflects the same level of integrity, accountability and clarity we promote across the sector.
We are now in the final stages of this work. In early 2026, Members will receive the draft new Constitution for consideration ahead of a Special General Meeting (SGM) where Members will be asked to approve its adoption.
Below is a summary of the key changes Members can expect to see.
1. Updated Objects
The draft Constitution adds a new preamble acknowledging NAVA’s history and purpose. The Objects are reframed as charitable purposes to align with ACNC requirements. The updated Objects make clear that NAVA exists to:
- Operate as a Cultural Organisation and support good practice standards (including the Code of Practice)
- Advocate for the visual arts sector and contribute informed input to public policy
- Strengthen and promote visual arts practice in Australia and internationally
- Provide professional development, resources and support to help artists sustain their practice.
2. Clearer and more transparent Board composition
The current Articles use representative categories but lack mechanisms to ensure the Board can meet these requirements. The draft Constitution introduces clear Board composition rules, including requirements for:
- A majority of Elected Directors
- At least two Appointed Directors
- At least 50% practising visual artists
- At least two Aboriginal or Torres Strait Islander Directors
- Directors from at least four states or territories.
To ensure continuity, the draft also includes practical governance mechanisms for restoring compliance if vacancies arise, and for resolving any uncertainty in how the composition rules apply.
These rules will be further supported by a new Board Charter, which will outline the skills, expertise and attributes required across the Board.
3. Updated Membership, meetings and voting provisions
The draft gives clearer governance processes, including:
- Greater clarity on how people become and cease to be Members
- Electronic and remote voting
- Virtual and hybrid general meetings
- Updated rules for notices, proxies, quorums and circular-resolutions.
4. Updated Director duties and decision-making
To align with ACNC governance standards, the draft clarifies:
- Directors’ duties and responsibilities
- Management of conflicts of interest
- Use of technology
- Meeting procedures.
Next steps
Members will receive the draft Constitution in the new year, along with a summary of changes and information about how to participate in the Special General Meeting. We look forward to working with Members to renew NAVA’s core governance for the years ahead.
Image credit
Image: NAVA Board with staff at RMIT, July 2025. From top, L to R: Janel Yau, Penelope Benton, Ryan Presley, Liz Nowell, Brian Tucker, Janice Falsone, Jamie Lewis, Sophia Cai, Imogen Beynon, Holly Morrison, Rebecca Ray, Sophia Sambono. Photo by Obaseki Buntine.
ID: A group of thirteen people stand together on an indoor staircase, smiling at the camera. They are arranged in three rows, with four people in front, five in the middle, and four at the back. The group are wearing warm winter clothing in mostly dark tones.
