Board papers · Australia
Smart board: the duties of sitting on a board or committee
Sitting on a board, one agenda item at a time
A seat at a board table, whether a company’s, a registered charity’s or an incorporated association’s, carries legal duties set by law and overseen by a regulator. This guide, published by Dotto, takes those duties one item at a time, in the words of ASIC, Australian Business Registry Services, the ACNC and the state regulators of incorporated associations.
General information, not legal advice. The official places to check are ASIC’s obligations of company officeholders for a company, the ACNC’s Governance Standards for a registered charity, and the regulator in the association’s own state for an incorporated association.
- 1Directors’ duties
- 2The director ID
- 3Charity boards
- 4Conflicts of interest
- 5Running a meeting
- 6Incorporated associations
Item 1
The agenda
Six papers, each answering one question from the regulator that owns the answer.
- 1
Directors’ duties
What does the law ask of a company director, and who cannot be one?
From ASIC
- 2
The director ID
The director ID from the board’s side: the check before an appointment, who holds each number, and what changes in 2027.
From ABRS and ASIC
- 3
Charity boards
Who counts as a Responsible Person, and what are their six duties?
From the ACNC
- 4
Conflicts of interest
What counts as a conflict, and what happens once one is declared?
From the ACNC, ASIC, NSW Fair Trading and Consumer Affairs Victoria
- 5
Running a meeting
What do notice, quorum, resolutions and minutes each require?
From ASIC, NSW Fair Trading and Consumer Affairs Victoria
- 6
Incorporated associations
What does a committee member owe the association in New South Wales and in Victoria?
From NSW Fair Trading and Consumer Affairs Victoria
Item 2
Three kinds of board table
The chair looks the same at every table. The rulebook does not: a company, a registered charity and an incorporated association each answer to a different law and a different regulator.
| Question | Company board | Charity board | Incorporated association committee |
|---|---|---|---|
| Who sits at it | Directors. ASIC calls directors and secretaries “company officeholders”. | Responsible People: generally the board or committee members, or trustees. | Committee members. Consumer Affairs Victoria notes the committee is sometimes called the “management committee” or “board”. |
| Where the duties are written | The Corporations Act 2001; a company’s constitution can add more. | ACNC Governance Standard 5. For a charity that is a company, the ACNC says the Governance Standards replace most director duty requirements under the Corporations Act, while some criminal offences and similar common-law duties still apply. | The state’s own Act: in NSW the Associations Incorporation Act 2009, in Victoria the Associations Incorporation Reform Act 2012. |
| Regulator | ASIC, which also enforces director ID offences. | The ACNC: an organisation must meet its Governance Standards to be registered as a charity, and keep meeting them to stay registered. | The state regulator: NSW Fair Trading administers the NSW Act, and Victorian associations register with Consumer Affairs Victoria. |
| Director ID needed | Yes, applied for before appointment. | Only if the charity is a company, a registered Australian body or an Aboriginal and Torres Strait Islander corporation. | No, unless the association is also a registered Australian body. |
Item 3
From the regulators’ own pages
Five lines from the regulators’ own pages, worth reading before taking a seat.
ASIC warns that officeholders who do not meet their legal duties can face penalties, “even if you did not mean to do the wrong thing.”
“You must apply for your own director ID and you’ll keep it forever.”
Australian Business Registry Services, Director identification number
“Generally, the duties mean that Responsible People should act with standards of integrity and common sense.”
“An incorporated association’s records are its corporate memory.”
NSW Fair Trading, Keeping minutes, records and registers
“A member does not have a general legal right to inspect minutes of committee meetings.”
Consumer Affairs Victoria, Incorporated association meetings