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/Factsheet_print/Cooperatives_and_associations/Running_an_association/_Management_committee.pdf
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Standard fact sheet.
/Factsheet_largeprint/Cooperatives_and_associations/Running_an_association/_Management_committee.pdf
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Large print fact sheet.

Management committee 

Incorporated associations 

The committee (sometimes called the 'committee of management' or 'board') is responsible for managing the affairs of the association, in accordance with its constitution and the Associations Incorporation Act 2009 (the Act).

The role of the committee includes:

  • managing the association's financial affairs and maintaining its financial viability
  • ensuring the association acts in accordance with its objects or purposes
  • meeting all legal requirements.

Committee members are appointed and hold office according to the association's constitution.

Each member of the committee should be familiar with the 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; and
  • 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 association's constitution may include additional qualifications for its committee members.

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Can a member of the committee be paid? 

A committee member may only receive an authorised payment for remuneration.

An association's constitution should contain a provision regarding payments made to committee members to avoid disputes.

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What are the responsibilities of the committee members? 

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

  • ensuring all documents in their possession that belong to the 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
  • carry out his or her functions for the benefit, as far as practical, of the 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 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 association
  • lodging an Annual summary of financial affairs with the prescribed fee within 1 month of the association's annual general meeting 
  • ensuring that the association's full name appears on all official documents and publications
  • ensuring that the association does not incur debts that are not expected to be repaid
  • ensuring that the association does not do any act with intent to defraud
  • ensuring that any document addressed to the 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 association
  • ensure that appropriate internal financial controls are implemented for all payments made on behalf of the association. As a matter of good corporate governance, the committee should provide oversight and authorise/approve payments regularly. As a minimum, this should be undertaken at each committee meeting.

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Disclosure of interests 

If:

  • a committee member has a direct or indirect interest in a matter being considered or about to be considered at a committee meeting, and
  • the interest appears to raise a conflict with the proper performance of his or her duties in relation to the consideration of the matter

the committee member must, as soon as possible after becoming aware of this interest, disclose the nature of the interest at a committee meeting.

The committee must deal with any disclosure of interest as required by section 31 of the Act. 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 with respect to that matter.

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What is the role of authorised signatories? 

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

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

The committee may appoint other committee members as additional authorised signatories. An association must have at least 2 authorised signatories.

An association can execute a document by using a common seal, witnessed by 2 authorised signatories, or just by having 2 authorised signatories sign the document.

The committee should notify any change in its authorised signatories to any party they deal with regularly.

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What records must be kept? 

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

For information on the registers and other documents that should be kept and maintained by an association, visit the Association records page on the Fair Trading website.

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Need more information? 

Contact Registry Services
PO Box 22
Bathurst NSW 2795
Tel: 02 6333 1400
Free Call: 1800 502 042
Email: registryinquiries@finance.nsw.gov.au

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