Committee and committee members – incorporated associations

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Role of the committee and committee members

The committee looks after the association’s affairs. It has legal duties under the Associations Incorporation Reform Act 2012 (the Act). It is sometimes referred to as the ‘management committee’ or ‘board’.

Committee members are appointed according to your association’s rules. Depending on the rules, their duties may include:

  • maintaining the association’s financial viability
  • ensuring the association's purposes are being achieved
  • keeping up to date with legal requirements
  • signing contracts on the association’s behalf.

Committee members’ functions under the Act include:

  • holding an annual general meeting within five months after the end of the association’s financial year
  • submitting financial statements which give a ‘fair and true’ view of the association’s financial affairs to members at the annual general meeting
  • overseeing the association’s financial affairs 
  • making sure the association does not continue to operate if it is insolvent
  • appointing a new secretary within 14 days, if the position becomes vacant
  • returning all documents that belong to the association within 28 days of ceasing to be a committee member.

Committee members are also office holders. To find out more about office holder responsibilities view Office holders - incorporated associations.

First committee

Unless the rules state otherwise, the first committee members of a newly incorporated association are the same people who were committee members before incorporation.

Material personal interest

A material personal interest is something that can have a significant impact on a matter the association is discussing.

A committee member must disclose any 'material personal interest' to the committee as soon as they are aware of this interest. 

All members must be advised of the nature and extent of this interest at the next general meeting.

The details of the interest must be recorded in the committee meeting minutes.

The committee member cannot:

  • be present while the matter is discussed at the committee meeting, and
  • vote on this matter.

The above does not apply if the:

  • interest exists only because the person is employed by the association, or
  • association was established to benefit members in the same membership class, or
  • person shares this interest with all, or most, of the association’s members.

Insolvent trading

If an association is trading while insolvent, it means it is continuing to operate and enter into contracts or incur debts it cannot repay. The committee handles the financial affairs of the association. Committee members must ensure the association does not trade if it is insolvent.

Documents and contracts 

Your association may authenticate its documents under its common seal (if it has one) or with the secretary’s signature.

Your association may, subject to its rules, execute contracts or other documents if these are signed by:

  • two committee members, or
  • a committee member and the secretary (if the secretary is not a committee member).

When a secretary or committee member leaves office

A committee member or secretary must retire and leave office in accordance with the rules.

A committee member or secretary also vacates office if they:

  • resign (a written resignation must be given to the committee)
  • are removed via a special resolution
  • declare bankruptcy
  • become a represented person under the Guardianship and Administration Act 1986 (includes somebody who has suffered a severe injury or illness and can no longer look after their own interests)
  • move overseas (in the case of a secretary), or
  • get replaced by a statutory manager to conduct the association’s affairs.

A person is not eligible to hold office as a member of the committee of an incorporated association, if they have been disqualified from holding office as the director:

  • of a company under the Corporations Act 2001
  • of an Indigenous corporation under the Corporations (Aboriginal and Torres Strait Islander) Act 2006, or
  • under the Co-operatives National Law.

If they are currently a committee member, they must vacate office immediately under section 78 of the Associations Incorporation Reform Act 2012.

An association’s rules may include other reasons a person may leave office. To find out more about disputes regarding committee member eligibility view Resolving incorporated association disputes.

When a secretary or committee member leaves office, they must be replaced in accordance with the rules. For more information, view Changing the secretary section of our Secretary - incorporated associations page.