Management Committee Governance Charter

The members of the Management Committee of the Association have a responsibility to put the interests of the Association above their own personal interests and to be careful and conscientious in their roles, acting with common sense and integrity.

This Governance Charter sets out the general standards of conduct required of the members of the Management Committee, both in terms of the Associations Incorporation Act 1981 and in terms of the ACNC Governance Standards.

Duty of care and diligence

Each member of the Management Committee must exercise their powers and discharge their duties with the degree of care and diligence that a reasonable person would exercise if they were in that member’s position.

In terms of section 70E of the Associations Incorporation Act, a Management Committee member fulfils this duty if, when they make a decision:

  • the decision is made in good faith for a proper purpose;
  • the member does not have a material personal interest in the subject matter of the decision (see Duty to avoid conflicts of interest below);
  • the member is informed about the subject matter of the decision to the extent the member reasonably believes is appropriate; and
  • the member reasonably believes the decision is in the best interests of the Association.

Duty to act in good faith

Each member of the Management Committee must act in good faith in the best interests of the Association and for a proper purpose – namely, to advance the charitable purpose of the Association.

Duty to use position and information properly

No member of the Management Committee may use their position in the Association, or any information which they obtain because of their position in the Association, to gain a financial or material advantage for themselves or another person, or to cause detriment to the Association.

Duty to avoid conflicts of interest

Disclosure

If any member of the Management Committee has a material personal interest in a matter which the Management Committee needs to deliberate and decide on, that member must disclose the nature and extent of that interest to the other Management Committee members as soon as the member is aware of their personal interest.

  • The disclosure must give details of the nature and extent of the personal interest, as well as details of how the interest is related to the activities of the Association.
  • Details of the disclosure must be recorded in the minutes of the Management Committee meeting where the disclosure is made.
  • The disclosure must also be shared with the ordinary members at the next general meeting of members of the Association.
  • If any member of the Association asks for details of the disclosure at any time, the details must be given to that member.

In terms of section 70B of the Associations Incorporation Act, an interest does not need to be disclosed if:

  • the personal interest exists only because the member is an employee of the Association;
  • the personal interest only exists because the member belongs to a class of persons for whose benefit the Association is established; or
  • the personal interest is one which all or a substantial proportion of the Association’s members have in common.

Voting

If a member of the Management Committee has a material personal interest in a matter being considered by the Management Committee, that member must not:

  • be present while the matter is being considered at the meeting; or
  • vote on the matter,

unless:

  • their personal interest exists only because the member belongs to a class of persons for whose benefit the Association is established;
  • their personal interest is one which all or a substantial proportion of the Association’s members have in common;
  • the other members of the Management Committee, who have no material personal interest in the matter themselves, decide that the conflicted member may be present while the matter is considered or may vote on the matter. In this case, details of the committee’s decision must be recorded in the minutes of the meeting, disclosed to the ordinary members of the Association at the next general meeting of the Association and given to any ordinary member of the Association on request.

If a Management Committee member cannot vote on a particular decision because of a conflict of interest and as a result there are insufficient Management Committee members to form a quorum, then the decision must be referred to the ordinary members of the Association in general meeting.  Any Management Committee member may call a general meeting of the Association for this purpose.

Disclosure of remuneration and other benefits

In terms of section 70D of the Associations Incorporation Act, members of the Management Committee of the Association must ensure that details of remuneration paid and benefits given to:

  • Management Committee members, and their relatives
  • Senior staff of the Association, and their relatives

are presented to the members of the Association at the annual general meeting.

Duty to ensure that financial affairs are managed responsibly

Management Committee members must ensure that there are systems and processes in place that ensure that the Association’s resources are being effectively put towards the charity’s charitable purpose and are protected from misuse.

Duty to prevent insolvent trading

Members of the Management Committee must ensure that the Association can pay its debts when they are due or will become due and that it does not continue to operate if it cannot pay its debts.

A member of the Management Committee commits an offence under the Associations Incorporation Act if the Association incurs a debt and is insolvent at the time of incurring the debt, or if it becomes insolvent by incurring that debt.

A member of the Management Committee commits an offence under the Associations Incorporation Act if the Association incurs a debt and immediately before that, there were reasonable grounds to expect that:

  • the Association was insolvent; or
  • the Association would become insolvent if it incurred the debt.

These offences only apply if the member of the Management Committee is party to the decisions to incur the debt.

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