The management committee
Under the Act, the management committee is the group of persons that has the authority to exercise the powers and functions of the association and to manage its affairs. This is an important provision because people who are identified as committee members have special responsibilities under the Act both as individuals and as part of the group.
This chapter describes the role, functions, structure and liabilities of management committees of incorporated associations under the Act.
Associations usually refer to this group as ‘the committee’, but sometimes may use other names such as ‘the council’ or ‘the board’.
Some large incorporated associations have both a board of governors and a management committee. In this case, a distinction may be made between the role of the board and the role of the management committee:
The management committee:
- derives authority to function from the board of governors;
- is concerned with the implementation of policy and all the organisational and administrative activities that are carried out in order to achieve the objects of the association; and
- attends to the day-to-day administration and activities.
The board of governors:
- is concerned with policy-making and rule making;
- focuses on the overall strategic direction of the association, compliance with the legislation and policy; and
- oversees financial management, providing resources and promoting the objects of the association.
In associations where a board of governors and a management committee co-exist, it is essential for these two groups to work together. Both need to understand and support the different roles and have a clear understanding of the various areas of responsibility and authority.
It is also important to be very clear about which group is the management committee for the purposes of the Act.
The Act expects there to be only one management committee responsible at law and the rules must clearly identify which group it is. In most associations one committee is responsible for both governance and management.
- An incorporated association must appoint or elect a management committee that is responsible for managing the affairs of the association.
- The management committee must comply with the rules of the association and ensure that individual committee members comply with the rules.
- The management committee has a duty to act in good faith and in the best interests of the association.
- The management committee has a duty of care to ensure that its activities and the activities of the association are conducted with reasonable care, skill and diligence.