Management committee obligations

The committee, or 'board', manages the incorporated association's affairs. This is in accordance with its constitution and the Associations Incorporation Act 2009 (the Act).

The role of the committee includes:

• managing the incorporated association's financial affairs and maintaining its financial viability
• ensuring the incorporated association follows its objects or purposes
• meeting all legal requirements.

The management committee self-evaluation checklist may assist in ensuring the incorporated association understands and meets its ongoing obligations under the Act. 

Committee members are elected or appointed. They hold office per the incorporated association's constitution.

Each committee member should be familiar with the incorporated association's constitution and legal obligations.

The constitution of an incorporated association must set out the composition and function of the committee. It must also make provisions regarding:

• the election or appointment of committee members
• the terms of office of the committee members
• the maximum number of consecutive terms of office of any office-bearers
• the grounds on which, or reasons for which, the office of a committee member is to become vacant
• the filling of casual vacancies occurring on the committee
• the minimum number of committee members required for a quorum
• the procedures at meetings of the committee.

Who can be a member of the committee

The Act requires:

• a committee to have at least 3 members
• each member must be aged 18 years or over, and
• at least 3 members of the committee must reside in Australia.

An incorporated association's constitution may include additional qualifications for its committee members.

The responsibilities of committee members

Committee members have specific functions and responsibilities under the Act, including:

• ensuring all documents in their possession that belong to the incorporated association are delivered to the public officer within 14 days after vacating office
• ensuring that the register of committee members contains all the required particulars
• disclosing an interest in a matter that conflicts with the performance of their duties
• ensuring information obtained as a committee member is not used dishonestly
• ensuring their position as a committee member is not used dishonestly
• to carry out their functions for the benefit, as far as practical, of the incorporated association and with due care and diligence
• appointing a public officer and ensuring that any vacancy is filled within 28 days
• appointing additional authorised signatories and removing such appointments
• ensuring that annual general meetings are held within 6 months after the close of the incorporated association's financial year
• ensuring proper minutes and financial records are kept and financial statements prepared in accordance with requirements for either a Tier 1 or Tier 2 incorporated association
• lodging an Annual summary of financial affairs with the prescribed fee within 1 month of the incorporated association's annual general meeting
• ensuring that the incorporated association's full name appears on all official documents and publications
• ensuring that the incorporated association does not incur debts that are not expected to be repaid
• ensuring that the incorporated association does not do any act with intent to defraud
• ensuring that any document addressed to the incorporated association is brought to the attention of the committee as soon as practicable
• complying with any additional duty set out in the constitution.

In addition, members of the committee should:

• be aware of the duties of the public officer and ensure they are properly carried out.
• ensure that new committee members are aware of their statutory obligations and responsibilities to the incorporated association.
• ensure that appropriate internal financial controls are implemented for all payments made on behalf of the incorporated association. As a matter of good corporate governance, the committee should provide oversight and authorise and approve payments regularly. As a minimum, this should be undertaken at each committee meeting.

Members of the committee can be paid

Committee members and others can receive payment for work done for an incorporated association. However, some incorporated associations may not be allowed to make such payments. This could be due to restrictions in their constitution, funding agreements, or the nature of their activities.

If committee members are paid for work or have a contract with the incorporated association, they must address any conflicts of interest. They must disclose any direct or indirect conflicts and manage them as required by the Act.

For good governance, an incorporated association's constitution should specify if committee members can be paid for their role. It should also state the basis for authorizing and paying such payments.

Disclosure of interests

If a committee member has a direct or indirect interest in a matter being considered at a meeting, they must disclose it at the meeting. This is if the interest raises a conflict with their duties. They must do this as soon as possible after becoming aware of the interest.

The committee must deal with any disclosure of interest as required by section 31 of the Act. There are substantial penalties for contravention of these provisions.

The details of the interest must be recorded in the committee meeting minutes and in the Register of Disclosed Interests.

Unless the committee determines otherwise, the committee member cannot:

• be present while the matter is discussed at the committee meeting, or
• take part in any decision of the committee concerning that matter.

The role of authorised signatories

An authorised signatory is a person with authority to sign official documents on behalf of the incorporated association.

The public officer is automatically one of the authorised signatories. However, the public officer is not automatically a signatory to the incorporated association's bank account.

The committee may appoint other committee members as additional authorised signatories.

An incorporated association must have at least 2 authorised signatories.

An incorporated association can execute a document by:

• using a common seal, witnessed by 2 authorised signatories, or
• having 2 authorised signatories sign it.

The committee should notify any regular contacts of any changes to its signatories.

The records that an incorporated association must keep

The committee must ensure the incorporated association keeps and maintains its records. This includes keeping all records required by the Act. They must also maintain any other records needed for efficient operation.

See keeping minutes, records and registers for more information on the records an incorporated association must keep.