The management committee

The management committee is authorised to exercise the powers and functions of the association and to manage its affairs. This chapter describes the role, functions and structure of management committees of incorporated associations under the Act.

Key points

  • The management of an incorporated association’s affairs is the responsibility of the management committee.
  • The committee must comply with the requirements of the Act, the rules and any other legal obligations of the association.
  • Individual committee members have a duty to act in good faith and in the best interests of the association.
  • The committee also have a duty of care to ensure that the activities of the association are conducted with reasonable care, skill and diligence.

Most associations refer to their managing body as ‘the committee’, but it may also be called the board, council, governing body or some other name specified in its rules. The rules need to be clear about the powers of the committee and the functions it is permitted to be carried out.  The rules must also include provisions about:

  • the election or appointment of committee members;
  • terms of office of committee members;
  • how the office of a committee member will become vacant;
  • filling casual vacancies on the committee;
  • the quorum and procedure at meetings of the committee; and
  • the making and keeping of records of meetings.

If the rules do not include provisions for these matters then the relevant clauses of the prescribed model rules are deemed to apply to the association until action is taken to correct the rules (Refer to Consumer Protection’s website for more information).

Membership of the committee

Committees are ideally made up of people with a range of skills, qualifications, knowledge and experience that can add to its overall strength.  Committees may also include people who represent particular interests such as social services, consumers, Aboriginals, disabled etc. 

The rules of the association will determine what qualifications a committee member must have, and whether a member of the committee must be a member of the association.

Excluded persons

Under the Act a person is excluded from being on the committee without special approval from the Commissioner for Consumer Protection if they:

  • are bankrupt or their affairs are managed under insolvency laws;
  • have been convicted of:
    • an indictable offence in relation to the formation or management of a body corporate in the last five years;
    • an offence involving fraud or dishonesty punishable by at least three months imprisonment in the last five years;
    • an offence under section 127 of the Act, where a person has allowed an association to operate while insolvent in the last five years; or
    • an offence under Division 3 of the Act which sets out the duties of officers and committee members.

An excluded person wanting to be on a committee must first apply for approval from the Commissioner for Consumer Protection.

It is the individual’s responsibility to ensure they are eligible before nominating for a position and the association should take steps to ensure prospective committee members are aware of the exclusions. For example, add a tick box to nomination forms requiring candidates to confirm that they are not an undischarged bankrupt and do not have one of the specified convictions.  Some associations require incoming committee members to provide police clearance certificates.

Electing the committee

In most cases, committee members are appointed at an annual general meeting.  The procedure for electing the committee and office bearers should be set out in the rules.

The role and duties of the management committee

The responsibilities of committee members fall into two categories:

  • those of the committee acting as a group and
  • those held by its members as individuals.

Group responsibilities

The committee has the responsibility to ensure the association complies with obligations under the Act, in it’s rules and other legal responsibilities:

  • to members, volunteers and clients using the association’s services;
  • to employees including complying with relevant employment awards or agreements, taxation, superannuation and occupational health and safety;
  • in order to comply with any other relevant laws or regulation; and
  • under funding agreements or contracts.

The committee is also responsible for the association’s financial management ensuring:

  • compliance with the financial record keeping and reporting requirements.
  • the association can pay all its expenses as they fall due.
  • appropriate insurance cover is in place where required.
  • the accounts are reviewed or audited where required under the Act, by the rules or members or for funding agreements.
  • good risk management procedures are in place such as a requirement for payments to be authorised by two unrelated committee members.

Depending on the size and nature of the association other areas of responsibility may include staff management, development and implementation of policies and procedures and provision of quality services to members and/or clients.

Duties of officers

Committee members and officers have duties to make decisions and act in the best interests of their association. These duties are set out in the Act and apply to committee members and other persons, known as officers, who influence the management committee but who do not hold a formal committee position e.g. senior employees or past committee members who are still actively involved in the association and influencing the decisions of the committee. 

When committee members exercise their powers and responsibilities to act on behalf of the association, they must:

  • exercise their powers with due care and diligence;
  • ensure that any business decisions are made in good faith and in the best interests of the association;
  • not make improper use of information or their position for personal gain or to cause detriment to the association;
  • disclose and manage conflicts of interest;
  • exercise powers in accordance with the rules of the association; and
  • not allow the association to incur a debt when the association is insolvent or there are reasonable grounds to believe the association will become insolvent.

These duties set the basic standards of acceptable conduct. A breach of a duty is  usually accompanied by deliberate wrong doing, misconduct, gross negligence or wilful abuse of the officer’s position. If a committee member or officer makes a business judgement in good faith for a proper purpose they will not be liable for an offence even if the outcome for the association is not ideal.

Committee members are required to be fully informed about the association by keeping up to date with matters, attending meetings, reading agendas and minutes and asking questions. In the event of a problem, dispute or legal challenge committee members cannot claim they 'did not know' about the rules and activities of the association.

Duties relating to insolvency

A committee member has a duty to prevent an association incurring debts while it is insolvent or in situations where the debt would cause it to become insolvent. This duty is breached if:

  • an association incurs debt while it is insolvent or it becomes insolvent by incurring the debt;
  • before incurring the debt there were reasonable grounds to expect that the association was already or would become insolvent by incurring the debt; and
  • the person was a member of the committee at the time the debt was incurred.

It should be noted that a breach of this duty would not generally make a committee member personally liable for the association’s debt. However, allowing an association to trade while insolvent is a serious matter and to fulfil their duty committee members should all work to ensure:

  • that accounts are kept of the transactions, financial position and performance of the association;
  • the association’s solvency status is monitored on an ongoing basis; and
  • the committee are fully aware of the association’s financial position when considering decisions that will incur new debt.

Individual committee members’ responsibilities

Complying with the rules

The management committee is responsible for implementing the association’s rules and ensuring it meets its obligations under the Act. Committee members must comply with the rules at all times and be familiar with the main provisions. A copy of the rules should also be on hand at each committee meeting for easy reference.

Conflicts of interest

Committee members must not put themselves in a position where there is a conflict between their duties and responsibilities to the association and their personal interests.

The Act requires committee members to disclose any material personal interest they may have in any matter being considered by the committee. A committee member has a material personal interest when that member has a personal interest in a matter which could be seen to influence their decision. The interest may be financial or non-financial. For example:

  • the committee member owns a business that contracts with the association;
  • a committee member’s spouse applies for employment with the association; and
  • the committee member serves on the committee for two associations that are competing for the same tender or grant.

It must be remembered that not all personal interests are ‘material’ in the context of the decision being made and common sense should apply. For example: in a junior sports club, committee members are likely to have children who participate and as a result have an interest in matters such as team selection, coaching and scheduling of matches.  These situations would not ordinarily require declaration of an interest, but should a committee member have a child who has been singled out for disciplinary action or to receive a substantial prize, then it would be appropriate for the committee member to declare a conflict of interest with regard to any consideration of that matter.

Disclosures must be made as soon as the member becomes aware of their conflict. If a committee member declares an interest in a matter being considered, the Act requires that:

  1. the disclosure must be recorded in the minutes of the meeting and include the nature and extent of the interest;
  2. the committee member with the conflict of interest must not discuss or vote on the contract and must leave the meeting while the matter is being considered.

If there are not enough members remaining to form a quorum, a special general meeting must be called and a resolution on the matter passed by the members.

  1. the member with the conflict of interest must then disclose the nature and extent of their interest in the matter at the next general meeting of the association.

A useful way to help committee members comply with these requirements is to make ‘disclosures of interest’ a standard agenda item for committee meetings. In most cases there will be nothing to note, and will serve as a reminder to members of the need to remain aware of conflicts of interest.

Roles of particular office bearers

The Act does not assign specific responsibilities to individual committee members.  It is up to the association to decide the role and responsibilities of each committee member and ensure these are correctly set out in the association’s rules. 

Paying committee members

Out of pocket expenses

The Act allows a member to be reimbursed for any out of pocket expenses relating to the affairs of the association. It is normal to request that the member provide evidence of the payment such as a receipt before being reimbursed.

Honorariums

There may some situations were an association would like to pay a committee member an honorarium for the service they provide to the group. The Act does not refer to ‘honorariums’ and whether the payment is permitted will depend on the actual reason for the payment.

For example, an association cannot use honorariums as a way of distributing its income to members, but can make payments of wages or other remuneration to members, so these payments may be made if they represent remuneration for services actually provided to the association (even if the rate at which payment is made is less than the usual market rate). 

If any payments are to be made to committee members (apart from reimbursement of expenses), the rules must provide for the circumstances under which payment may be made and the payments must also be approved by the members at a general meeting.

Liability of management committee members

Members and office bearers of the association are generally not liable for the debts or liabilities of the association. Debts are most commonly incurred as a result of a contract it has entered into. An association may also incur a liability if sued. For example negligent acts done by the management committee, employees or volunteers.

Management committee members are not immune from personal liability and if a committee member or officer acts in bad faith or contrary to the rules of association, he or she may personally be criminally prosecuted or be the subject of civil proceedings. For example if an officer enters into a contract against the instructions of the management committee.

Likewise, if a committee member is negligent in the performance of their office, they may be held personally liable for any resulting loss or damage.

It is possible for incorporated associations to adopt rules which indemnify committee members against breaches of their duties to the association and/or against liability to third parties. Before an indemnity is granted, the association should consider their objects and make an assessment of the risks the organisation may face.

Duty of care and risk management

Incorporated associations have a duty of care to ensure the activities of the association do not cause harm, damage or injury to any participant or recipient of services, or any other person who is reasonably likely to be affected. If an injury is a foreseeable result of the association failing to exercise reasonable care in providing these services, then the association will be liable for any loss or damage suffered.

Management committees should ensure the standard of care provided by the association is reasonable in order to minimise the risk of liability. The committee should identify and evaluate the risks for all activities and where there is a likelihood of harm or a greater risk of harm, a higher degree of care is required. For example a higher degree of care and supervision is required for young children taking part in physical games than for children sitting listening to stories being read.

Codes of conduct

Associations often develop a code of conduct for the committee, management, staff and volunteers. A code of conduct defines the expected behaviour of people involved in the association’s activities. A code of conduct for committee members might include:

  • complying with all policies, procedures and rules of the association;
  • attendance and participation in management committee meetings and the work of the management committee;
  • clarifying who has authority to speak on behalf of the association;
  • maintaining confidentiality;
  • behaving in a manner that does not obstruct the association's pursuit and fulfilment of its objectives;
  • behaviour that is respectful of diversity, is non-discriminatory and upholds the association's values (if defined); and
  • behaviour that does not abuse, physically, sexually or verbally any member of the association, staff, volunteers or members of the public.

Leaving the committee

The committee is responsible for maintaining the documents and records of the association, but these remain the property of the association.  The Act requires any committee member who has possession of these documents when they cease to be a committee member to deliver the records to a current member of the committee as soon as practicable.  See also Custody and handover of records.

Committee handover checklist

There are steps that both new and outgoing committee members can take to ensure the handover of responsibility for managing an association is as smooth as possible.

The following list is not exhaustive but may assist an association to develop their own checklist:

  1. Hold a meeting of new and outgoing committees to familiarise new members with association’s policies, procedures and current issues. This would also be a good opportunity to provide the new committee with a summary of the association’s registration details, licences and reporting obligations (see Sample - about our association) and an orientation kit.
  2. Outgoing committee members must return all documents in their possession to the new committee as soon as practicable after the election. 
  3. Update bank signatories replacing outgoing committee members with signatories from the new committee.
  4. Update AssociationsOnline users by retiring any outgoing users and adding new primary users. 
  5. Update contact details with external agencies and association stakeholders. For example:
    • Consumer Protection;
    • Licensing authorities;
    • Australian Taxation Office (ATO);
    • Australia Charities and Not for Profits Commission (ACNC);
    • Insurance providers;
    • Accountants, bookkeepers, reviewers and auditors;
    • Funding bodies; and/or
    • Parent/affiliated bodies.
  6. Update the record of office holders to reflect the new committee.
  7. Provide relevant passwords and log in information for any online accounts to the new committee.
  8. Update website to include details of new committee members, and any relevant contact details.

Orientation and training for management committee members

New management committee members need to know about their responsibilities and the workings of the association.  It is good practice to provide a structured, comprehensive and practical orientation to the activities, policies and structure of the association.  Orientation kits for management committee members are another useful way of providing newcomers with all the essential information including:

  • information about the association, objectives, structure, activities and achievements;
  • the role of committee members;
  • a list of committee members and their contact details;
  • practical expectations (eg number of meetings, other tasks);
  • general requirements and expectations; 
  • the rules of the association;
  • a guide to meeting practices; and
  • policies and procedures.

Key obligations of associations under the Associations Incorporation Act 2015

Committee members are required to take all reasonable steps to ensure that their association complies with all of these obligations.

Section of the Act

ANNUAL GENERAL MEETING

Must be held each year within six months after the end of the association’s financial year. 

50

Annual accounts must be prepared and presented to members at each Annual General Meeting. 

Tier 1 – 68 - 70

Tier 2 – 71 - 73

Tier 3 – 74 - 76

 

SPECIAL RESOLUTIONS

Special resolutions are needed to amend the rules, voluntarily cancel or amalgamate the association.

A special resolution must be approved by 75% of the members who attend and vote at a general meeting that has been properly convened under the rules.

Details of the special resolution must be lodged with Consumer Protection for it to have legal effect.

51

RECORDS

Accounting records must be kept in such a way that true and fair accounts of the association can be prepared from time to time according to the requirements for the association’s financial reporting Tier. 

66

An up-to-date members’ register must be maintained and made available to any member to inspect and copy on request. 

53 and 54

The rules of association must be kept up-to-date and made available to any member to inspect and copy on request. 

35

A copy of the rules must be provided to each member when they join the association.

36

A list of committee members and office bearers, together with their residential, postal, business or email address must be maintained and made available to any member to access or copy on request. 

58

NOTIFYING CONSUMER PROTECTION

Notify Consumer Protection of any change in the association’s address within 28 days of the change occurring.

175

Submit annual information statements within 6 months after the end of each financial year.

156

Rights and responsibilities of members

The specific responsibilities that apply to committee members are outlined in this chapter however all members have significant rights and responsibilities.

Members' responsibilities

As incorporated associations are traditionally regarded as essentially community-based organisations, they are largely independent of government intervention. Members have a crucial role in ensuring that their association, and therefore the committee, conducts itself in a way that is acceptable.

The rules set out the processes and procedures for the management of an association’s affairs and members agree to be bound by the rules of the association unless those rules are inconsistent with the Act or some other legal obligation.

Members' rights

The Act also sets out some important rights for members that cannot be given up, even where the association rules may be inconsistent with these requirements. All members have the right to:

 

Section of the Act

RECORDS

Inspect and copy the association’s register of members.

54

Inspect and copy the association’s rules.

35

Inspect and copy the association’s record of office holders.

58

Receive a copy of the rules when they join the association.

36

ANNUAL GENERAL MEETING

Receive notice of a general meeting, including the Annual General Meeting.

Required to be included in the rules (Schedule 1(7))

Have financial statements or a financial report showing the financial position of the association submitted to them at the annual general meeting.

Tier 1 – 70

Tier 2 – 73

Tier 1 – 76

SPECIAL RESOLUTIONS

Have proper notice of any general meeting at which it is proposed to alter the association’s rules including to change its name or adopt the model rules.

30 & 51

Have proper notice of any general meeting at which it is proposed to voluntarily cancel the association.

51, 129 & 141

Have proper notice of and to attend any general meeting at which it is proposed to amalgamate the association with another group, apply for registration/incorporation under another jurisdiction or to voluntarily wind up.

51 & 102