Governance

QMusic is exploring this change to modernise its governance, improve flexibility, and align with best practices for its operations — including BIGSOUND, which attracts significant funding.

As an Association, QMusic is regulated by the federal Associations Incorporation (AI) Act and the Queensland Office of Fair Trading (OFT). The AI Act was introduced for small, same interest groups of individuals to form an entity to seek the protection of the rules of law, creating a “corporate veil” and limiting the personal liability of an Association’s members. The Association structure was not intended for use by organisations with significant assets, extensive and varied commercial type activities and paid staff.

A significant restriction on the operations of Associations is that they are unable to operate outside the state or territory in which they are registered, unless they register with the Australian Securities and Investments Commission (ASIC) as an Australian Registered Body. QMusic’s current structure is captured by these limitations. Registration of the Association would result in QMusic being regulated by three different bodies: ASIC, the Australian Charities and Not-for-Profits Commission and the OFT.

A CLBG is the most common type of structure for a charity or not-for-profit organisation and offers greater adaptability in governance, national recognition, and a structure to better support QMusic's 2022-2025 and 2026-2029 Strategic Plans. Other state and national industry organisations, such as Australian Festival Association (AFA), Support Act, Australian Live Music Business Council (ALMBC), Music South Australia (Music SA), and Western Australia Music (WAM), have opted for the CLBG structure.

On its website, ASIC advises that “public companies limited by guarantee (are) the most common type of company structure used by charities (and other not-for-profit purposes)”.

QMusic is driven by a vision to grow, innovate, and lead the way for Queensland’s music industry on the national stage. After 30 successful years, it is important to look forward to the next decades to ensure it has a structure that is robust and fit-for-purpose.

Following a member survey in 2024 that sought feedback on what members wanted from the organisation, the QMusic Management Committee sought legal advice on various governance options and, after consideration, decided to pursue this constitutional and structural change to modernise its governance for the future, a path already travelled by many of our national and state based music organisations and other arts organisations.

QMusic has grown significantly as an organisation in recent years. This shift to a CLBG model will better support that growth, reduce some national funding limitations for BIGSOUND, and position the organisation to deliver on our long-term strategic goals with greater adaptability and impact - without limiting membership benefits.

While a CLBG operates similarly to an Association – and the members may see little difference - the real difference is legal:

A CLBG is established under the Corporations Act and is regulated by ASIC. 

A CLBG:

– may operate Australia-wide;

– is recognisable as a non-profit entity;

– is used by more sophisticated commercial non-profit organisations; and, hence,

– is more commercially recognisable by funders, banks and financiers.

Governance: A CLBG is governed by a Board of Directors with shared responsibilities, allowing for external appointments of specialists (eg a lawyer, accountant). Associations require all committee members (other than the Secretary) to be members of the association and require an ‘executive’ team of a President and Treasurer to be on the committee. These roles come with specific duties which are better shared with the entire Board.

National operations: A CLBG operates nationwide under the Australian Securities and Investments Commission (ASIC), avoiding state restrictions. Associations are primarily limited to the state in which they are incorporated, unless registered for interstate operations.

Commercial activities: CLBGs can pursue broader commercial activities compared to associations, which are restricted from large-scale commercial operations.

Membership: Under the CLBG structure proposed, membership of QMusic will not change significantly and be open to all: individuals, bands and corporate entities (provided there is a nominated representative). Membership fees will be reduced to encourage more members to join and all members will continue to have voting rights at the AGM. 

Honorary/Life Members are a sub-category of members, pay no fees, cannot stand for election to the Board unless they relinquish their Honorary/Life Membership, but share all other membership entitlements. This category is to recognise exemplary service to the industry.

Corporate partners are not members and will be engaged via commercial contracts.

Clearer rights and responsibilities: Where an Association’s rules are silent on many issues, a CLBG’s constitution (which is regulated by the Corporations Act) sets out clearly the responsibilities of officers of a company and the rights of members in various circumstances. This makes it easier for people to understand what their rights and responsibilities are.

Election of Directors: Any member of QMusic is eligible to nominate themselves or be nominated by others to be elected as a Director of the CLBG - unless they are an Honorary/Life Member (as per above). The Management Committee is currently a maximum of 13 members. The Management Committee’s view is that this is too large: scheduling meetings and ensuring an ability to participate with this number of directors is cumbersome. Under the new constitution proposed, it will be made up of no more than 11 Directors. Up to six of the Directors will be voted in by members and up to five of the Directors will be appointed by the Board. This change will enable Directors to curate the selection of appointed Directors to ensure a good mix of skills and experience on the Board. 

Director rotation: To make room for new Directors, under the proposed Constitution for the CLBG, not less than one third of the elected Board members (the longest serving Directors) must retire each year and, if not captured earlier by the rotation rule, an elected Director must retire after three consecutive years. Appointed Directors will be appointed for terms not exceeding two years. A retiring Director is entitled to renominate for re-election or be re-appointed but can serve a maximum of six consecutive years before they must retire and not be eligible for re-election or re-appointment. After a 12-month break, the clock resets and a former Director is entitled to renominate for election to the Board or be re-appointed. The new rotation system will start from the 2025 AGM.

Constitution Amendments: CLBG constitutions can be amended by a

No. The transition primarily impacts governance and compliance processes. Staff roles and responsibilities remain unchanged.

While there may be initial costs for the transition (eg external advice and ASIC fees), these are outweighed by long-term benefits such as reduced regulatory complexity and streamlined national reporting. QMusic will remain a not-for-profit, will continue to be a charity and retain Deductible Gift Recipient (DGR) status and retain its Australian Business Number (ABN).

Stronger governance:  Tailored governance rules to better fit QMusic’s needs and set up a strong governance structure for the future

Simplified reporting: Consolidated national compliance through ASIC and ACNC.

Growth potential: Operate seamlessly across Australia with a nationally recognised structure.

Flexibility in governance: Provides increased flexibility to expand board expertise with directors not limited to members.

Increased transparency: Clearer reporting obligations under the Corporations Act, combined with modernised governance processes, will give members better visibility over financial performance, board decisions, and organisational direction.

Regulatory compliance: CLBGs must adhere to the Corporations Act, which has strict compliance standards.

Initial Setup: Transitioning requires legal and administrative adjustments.

Director responsibilities: Directors of a CLBG must obtain Director Identification Numbers.

The proposed change and Constitution will be presented to the AGM on 3 June 2025. If 75% or more of the members voting approve, the change will take effect when the organisation is registered by ASIC (expected to be within a few weeks).

Remaining an association is viable but in the Management Committee’s view is not the ideal structure for the future. This limits QMusic’s operational flexibility, particularly for national expansion and adapting governance structures to future needs.