Running an incorporated association

Incorporation benefits an incorporated association and its members. However, it also brings with it a number of responsibilities.

Non-compliance may result in:

• penalty notices
• prosecution, or
• loss of the incorporated association's incorporation.

Management of the incorporated association

An incorporated association must establish a committee to manage its affairs. The committee must include 3 or more members. All committee members must be over 18 years of age and at least 3 of whom reside in Australia.  

The incorporated association must have a public officer who may be a member of the committee.

The management committee must act with care and diligence for the incorporated association's benefit.  

The incorporated associations management committee checklist may assist in understanding the management committee obligations and ensuring compliance for the incorporated association with the Associations Incorporation Act 2009(the Act). 

They must disclose any interest that conflicts with their ability to perform their duties. Committee members must not use their position, or any information acquired dishonestly.

Former committee members must deliver all incorporated association documents to the public officer. This must be done within 14 days of vacating office.  Any changes in the committee should be recorded in the register of committee members. See keeping minutes, records and registers for more information.

See management committee obligations for more information on their roles and responsibilities. 

You can also refer to sections 28 and 31 to 33 of the Act.

Membership of incorporated associations

An incorporated association must have a minimum of 5 members at all times. There is no maximum limit for the number of members in an incorporated association.

See membership for more information.  

Financial reporting

The Act divides incorporated associations into 2 tiers for reporting purposes.

Large, or Tier 1, incorporated associations are those with gross receipts over $250,000 or current assets over $500,000. These incorporated associations must submit audited financial statements annually to members at the AGM.

Small, or Tier 2, incorporated associations are those with gross receipts under $250,000 or current assets under $500,000. Tier 2 incorporated associations are required to submit a summary of their financial affairs to the AGM.

See financial reporting requirements for more information.

Refer to sections 42 to 49 of the Act.
 

Meetings

There are 3 main types of meetings usually held by incorporated associations:

1. annual general meetings (AGMs)
2. other general meetings, including special general meetings
3. management committee meetings.

See management committee obligations for more information on their roles and responsibilities or learn more about incorporated associations meetings.
 

Postal, electronic or combined ballots

Certain resolutions may be sent to members in a postal, electronic, or combined ballot instead of a meeting.

See postal, electronic or combined ballots for more information.
 

Resolutions

A resolution is a formal decision passed by the incorporated association in accordance with its constitution, usually made at a general meeting or in a postal, electronic or combined ballot.

There are 2 types of resolution, ordinary and special. 

See resolutions for more information.
 

Incorporated association minutes, records and registers

The committee must ensure the incorporated association keeps and maintains the records required by the Act or for its efficient running.

See keeping minutes, records and registers for more information.

Refer to sections 29, 31 and 50 of the Act.

 

Reporting changes to NSW Fair Trading

Change of public officer

An incorporated association's committee must appoint a public officer. The officer must be over 18 and a resident of New South Wales.

The public officer is automatically an authorised signatory for the incorporated association. 

The committee must fill any vacancy in the position of public officer within 28 days. The new public officer must notify NSW Fair Trading of the new appointment.

A former public officer must submit all incorporated association documents with them to a committee member within 14 days of leaving office.

See more information on the role of the public officer.

Refer to sections 34 to 36 of the Act.

Change of official address

The official address must be an address in NSW at which documents can be served on the incorporated association by post.

The official address cannot be a post office box.

The public officer must notify NSW Fair Trading of a change of official address. This must be done within 28 days of the current address becoming obsolete or unusable.

See more information on the role of the public officer.

Refer to sections 6 and 13 of the Act.

Changes to the constitution 

An incorporated association may change its constitution by passing a special resolution. The change must be consistent with the Act and the rest of the constitution.

An incorporated association that adopted the Model constitution may want to change it. To do this, it must adopt a new constitution, including the changes, as its own.

The incorporated association must apply to register the changes within 28 days of the special resolution being passed.

Visit about the constitution for more information.

Amalgamation with other incorporated associations

Any 2 or more incorporated associations registered in NSW may apply to amalgamate into one incorporated association combining their assets and liabilities.

Visit amalgamation with other incorporated associations for more information.

Resolving disputes

The management committee of an incorporated association is tasked with overseeing its administration and ensuring decisions are made in the incorporated association's best interests. Part of this responsibility also involves resolving internal disputes. 

Commercial activities and monetary gain

An incorporated association must not secure a monetary gain for its members.

Any profit made by an incorporated association should be used to further the incorporated association's objects.

See commercial activities and monetary gain for more information. 

General obligations

An incorporated association's full name, including the word 'Incorporated' or the abbreviation 'Inc’, must appear in legible characters on any:

• letter
• statement
• invoice
• notice
• publication including website
• order for goods or services, or
• receipt in connection with its activities.

A person must provide NSW Fair Trading with information or documents concerning the affairs of an incorporated association when required to do so.

Refer to sections 41 and 85 of the Act.

Incorporated associations must comply with all relevant laws

Incorporated associations must comply with all relevant State and Commonwealth laws that apply to its operations.

Visit the following organisations’ websites for more information:

• Australian Charities and Not-for-profits Commission
• Australian Taxation Office
• Information and Privacy Commission
• Anti-Discrimination Board of NSW
• NSW Industrial Relations (employment)
• Fair Work Ombudsman (employment)
• SafeWork NSW