Positions in an incorporated association

What is a 'committee of management'?

The Associations Incorporation Act 1981 (Vic) requires an incorporated association to have rules relating to a ‘committee or other body having the management of the incorporated association’. 

Most Victorian incorporated associations call this governing body a ‘committee of management’ but your organisation may call its governing body by some other name (for example a 'board' or a 'council'). Whatever it is called (we will use the term ‘committee of management’) it is the group responsible for running the affairs of the incorporated association, in accordance with the Associations Incorporation Act and the organisation’s rules.

The Schedule to the Victorian Associations Incorporation Act requires that an incorporated association’s rules set out certain requirements for the committee of management. For more information about the rules of an incorporated association and Model Rules - see Getting started > Setting up an incorporated association.

If your organisation has adopted the Victorian Model Rules for an incorporated association, Model Rules 20 - 30 contain the basic requirements for a committee of management. A link to the Model Rules has been included in the section below, however, you should look at your organisation's rules, which may differ from this. In General Model Rules 20-30 set out that:

• the affairs of an association shall be managed by a committee of management;
• the committee of management shall have the power to control and manage the business and affairs of the association, and exercise all the powers and functions of the association in accordance with the rules;
• the committee of management of the association shall be made up of:
  • 4 office holders: being a President, Vice-President, Secretary and Treasurer; and
  • 2 ordinary members of the association;
• that the committee of management shall be elected at the Annual General Meeting of the association each year (although standing for re-election is possible);
• certain rules for nominating, electing and removing committee members and provisions for dealing with committee vacancies; and
• certain rules for committee of management meetings and voting rights.

Your should check your organisation’s rules to see what the requirements are for your organisation’s committee of management because it is possible for the 'Model Rules' to be modified.

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Fact sheet: Duties of Committee of Management members in Victorian incorporated associations

The law requires committee of management members to meet certain standards of conduct while managing the affairs of the organisation. If you are (or are considering becoming) a member of a committee of management (or governing body) of an incorporated association, you need to understand what your legal duties are.

The fact sheet below sets out the main legal duties that apply to committee members of an incorporated association.

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Are there other legal obligations that committee of management members should be aware of?

Yes. In addition to the legal duties set out in the fact sheet above, a committee of management is responsible for running an organisation, which includes making sure that the organisation is complying with the law generally.   

The Associations Incorporation Act 1981(Vic) contains some sections that mean committee of management members may be held liable for certain breaches of the Act. For example, section 13A of the Act states that if an incorporated association does not notify Consumer Affairs Victoria (CAV) of a change to its registered address, each member of the committee may be liable to pay a fine (not exceeding approximately $600). There is a similar provision for failure to comply with the Annual General Meeting requirements (section 30). In practice, it appears that these provisions are rarely enforced by CAV.  

Committee of management members should also be aware that the Associations Incorporation Act states that the association’s rules are a contract between the association and its members. In theory this means that any member of the association can take a court action to prevent or remedy a ‘breach of contract' (i.e. non-compliance with the rules of an incorporated association) by another member (including a committee of management member). Again, in practice these kinds of actions are rarely taken.

Under the Occupational Health and Safety Act 2004(Vic), 'officers' of an incorporated body like an incorporated association can be liable for breaches of the Act. However volunteer (unpaid) committee of management members are exempted from these provisions (although the incorporated association itself will still be liable). For further information about occupational health and safety (OHS) laws, see Running the Organisation > Occupational Health and Safety. 

This site contains details of many of the laws relating to the running of community organisations in Victoria. And, of course, normal criminal and other laws that apply to the public in Victoria can apply to committee of management members.  

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What are ‘office holders’?

Often people on the committee of management hold certain ‘offices’ or ‘positions’. This generally means that they have responsibility for monitoring certain aspects of the community organisation’s activities, or performing certain functions.

(It is also possible to have office holders who are not committee of management members. As mentioned above, the governing body of your organisation will largely be determined by your organisation’s rules.)

The only 'office' required by the Associations Incorporation Act 1981 (Vic) is that of Public Officer. The Act states that the Public Officer can also hold another office (such as President or Secretary). Whether your incorporated association will have other ‘offices’ will be determined by your organisation’s rules. The normal types of ‘offices’ that an incorporated association may have are:

• Public Officer (who can also hold another office)
• President / Chairperson
• Secretary
• Treasurer / Financial Officer

Some organisations might also have assistant (or ‘vice’) positions such as a Vice-President or Assistant Treasurer.

You should check your organisation's rules for the 'offices' and their duties. Links to information about some of these roles has been included in the Related Resources section below, and more information will be added in the future.

Committee of management members should be aware that while office holders may have certain areas of responsibility or oversight, all committee of management members have a general duty to be aware of the affairs of the association (see Legal Duties Fact Sheet above). For example, just because an incorporated association has a Treasurer, does not mean that all other committee of management members do not have to be aware of the financial position of the organisation - see Running the Organisation > Financial Reporting for more information.

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Related Resources

Related legislation

Related links - Model Rules

Related links - Committee of Management duties

Related Links - Treasurer

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