Boards and Committee
Legal Obligations

It’s essential you know and understand your legal obligations as a committee member.

Authored by: iClick2Learn Team

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Introduction

Is your organisation newly incorporated? Or have you joined the board or committee of a local organisation?

This article will outline the role of boards and committees in not-for-profit organisations.

We’ll also discuss the duties of specific committee roles: President, Vice President, Secretary, Treasurer and Public Officer.

Board or Committee?

The terms, board and committee, can be interchanged. Or in other words, both terms are correct. It’s up to your organisation if you use the term board or committee.

In this article we’ll be using the term committee. Refer to the table below for terms used in this article and their equivalent.

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Before exploring specific committee roles, we’re going to discuss the legal duties of ALL committee members (including general committee members).

It’s essential you know and understand your legal obligations as a committee member.

Your Legal Duties

There are four main legal duties that you, as a committee member, need to know and comply with. This list is relevant to organisations incorporated under a State or Territory Association Incorporation Act.

The below list is an excerpt from the Corporate Governance Handbook. Download Corporate Governance Handbook

2.1 Discharge of Duties – Committee Members and Other Officers

A Committee Member or other Officer of an incorporated association must not, in the exercise of their powers or the discharge of the duties of their office, commit an act with intent to deceive or defraud the association, members or creditors of the association or creditors of another person or for any fraudulent purpose.

2.2 Reasonable Care and Diligence

A Committee Member, other Officer or employee of an incorporated association must at all times act with reasonable care and diligence in the exercise of their powers and the discharge of the duties of their office.

2.3 Improper Use of Position

A Committee Member, other Officer or employee of an incorporated association must not make improper use of their position so as to gain, directly or indirectly, a pecuniary benefit or material advantage for themselves or another person or so as to cause a detriment to the association.

2.4 Improper Use of Information

A Committee Member, other Officer or employee of an incorporated association must not make improper use of information acquired by virtue of their position in the association so as to gain, directly or indirectly, a pecuniary benefit or material advantage for themselves or another person or so as to cause a detriment to the association.

If your organisation is incorporated under the Corporations Act 2001, refer to the Corporate Governance Hand Book for your specific legal duties.

Committee Roles and Responsibilities

President/Chair

Your president provides leadership and direction to your committee. They run the meetings, guide the committee in their roles, make sure everyone is fulfilling their individual responsibilities and your committee is working well as a team.

They are generally the primary spokesperson for your organisation. They can also be responsible for signing documents on behalf of your service.

Vice President/Deputy Chair

The vice president supports your president in their role and it’s often seen as a training opportunity for those who may be thinking about stepping into the president’s role in the future.

They are expected to fill in for the president when they aren’t there, so they should have a good understanding of the responsibilities of the president to take on this role.

In many cases, the vice president’s role is underutilised and could better help the president with some of their areas of responsibility.

Secretary

The secretary is responsible for the administrative tasks for the committee like agendas, meeting minutes and holds all correspondence, records, registers and documents in their custody.

They prepare and lodge the annual reports and any changes to the constitution.

They maintain a register of members of your organisation and committee members. And they are also generally the point of contact between your service and government agencies.

Treasurer

The treasurer maintains the financial records and needs to have a sound knowledge of financial matters. They advise and help with the development of budgets and evaluate any trends.

An important part of their job is to ensure the committee understands the financial position of your service. The rest of the committee must understand that they cannot solely rely on your service manager or the treasurer for financial information and analysis.

Your treasurer must work in partnership with your service manager and any bookkeepers to ensure your service’s financial affairs are kept up to date.

They should also monitor income and expenditure to make sure that, for example, the financial delegations are being complied with. They also work with the auditor and present financial reports to the members at the AGM.

Another important role they have is making sure your service has the appropriate insurances in place and that they are paid for and up to date.

Public Officer

A public officer does not have to be an officer bearer, but they do need to be a paid financial member. The role of public officer can often be overlooked as it is not listed in your constitution. In some states you’ll find it’s a legally required position.

General board/committee member

The remainder of the committee is made up of non-executive positions. The people who occupy these positions are frequently referred to as general committee members.

The key responsibilities of the general committee members, however, are undertaken by the committee as a whole. That is, every committee member is responsible for contributing to the below:

Organisational planning, reviews and approvals
Advocacy, marketing and promotion
Deciding administrative functions, and ensuring effective organisational and committee performance
Deciding where the line is where overseeing the procedure crosses into doing the work
Financial planning, management and decision-making.

These are very important roles of the general committee members and the committee as a whole.

Conclusion

Each individual committee member plays an important part in ensuring the success of your organisation, and that it’s operated under good governance. Although office bearers have specific duties, it’s up to the committee as whole, to work together and provide oversight of the organisation.