Not-for-profit Law
Legal help for community organisations

Who runs the organisation

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The 'governance' of an organisation refers to the direction, control and accountability of an organisation.  Particular legal obligations apply to the governance of organisations. Governance is undertaken by the committee or board of the organisation.

Governance is distinguished from 'management' in an organisation.  Generally, the role and responsibility of an organisation's board or committee is to govern the organisation, and the role and responsibility of the management or executive team is to manage the organisation. Some community organisations that may not have paid employees, or few members, can struggle to distinguish between the governance roles and management roles in an organisation. This distinction is very important.

Introduction to the role of board members

Our fact sheet on the role of board members will help new board members understand their roles, so they can contribute effectively to the successful running of their organisation from day one. 

The fact sheet covers:

  • role of a board member
  • legal obligations of board members
  • personal liability of board members, and
  • what board members should know about their organisation.

The governance positions in an organisation depend on its legal structure. This webpage has information for companies limited by guarantee and incorporated associations.

Is your board made up of the right people?

Getting the right mix of board or committee members is essential to setting up your organisation for success.

There are a range of resources available to assess skills gaps on boards. There are also a range of training courses for directors or committee members to help them upskill. Go to our governance webpage for a list of resources.

For information about recruiting volunteer directors or committee members, go to our volunteers webpage

Don’t know your legal structure?

There are a few steps you can take to find out your organisation’s legal structure. First, if your organisation is a charity, the best place to look is on the ACNC register. Once you have found your organisation’s entry, you can check your rules or constitution which should state the type of legal structure. You can search by name and by ABN or ACN.

If your organisation is not a charity, you should start with the Australian Business Register search. You will need the name and ideally the ABN or ACN of your organisation. If your group is a Company Limited by Guarantee (a federal not-for-profit structure) this will be indicated in the entry as Australian Public Company. If your group is a state-based not-for-profit structure such as an incorporated association or a co-operative, it is likely that the ABR will list it as 'Other Incorporated Entity'. You will then need to search your state or territory regulator of not-for-profits to confirm your structure.

Companies limited by guarantee 

Our fact sheet on governance positions in a company limited by guarantee covers:

  • what is a company limited by guarantee (CLG)?
  • what is a small CLG?
  • the board of directors, and
  • an introduction to the legal duties of directors and officers of a CLG

For more information on the legal duties that apply to people that govern community organisations, go to our duties webpage.

Incorporated associations

The state and territory sections below include resources on positions in an incorporated association.

The fact sheet below covers:

  • what is an incorporated association?
  • what is a committee?
  • governance
  • committe positions
  • committee members' duties, and
  • committee members' liabilities

The fact sheet below covers:

  • what is an incorporated association?
  • what is a committee?
  • governance
  • committe positions
  • committee members' duties, and
  • committee members' liabilities

The fact sheet below covers:

  • what is an incorporated association?
  • what is a committee?
  • governance
  • committe positions
  • committee members' duties, and
  • committee members' liabilities

The fact sheet below covers:

  • what is an incorporated association?
  • what is a committee?
  • governance
  • committe positions
  • committee members' duties, and
  • committee members' liabilities

The fact sheet below covers:

  • what is an incorporated association?
  • what is a committee?
  • governance
  • committe positions
  • committee members' duties, and
  • committee members' liabilities

The fact sheet below covers:

  • what is an incorporated association?
  • what is a committee?
  • governance
  • committe positions
  • committee members' duties, and
  • committee members' liabilities

The fact sheet below covers:

  • what is an incorporated association?
  • what is a committee?
  • governance
  • committe positions
  • committee members' duties, and
  • committee members' liabilities

Last Updated: 29 September 2021

Managing contracts during COVID-19

Check out our resources to help you manage your contractual obligations during this time.
https://www.nfplaw.org.au/covid19/contracts-insurance

COVID-19 Governance Resources

We've created governance resources specifically for COVID-19 issues such as postponing your AGM.
https://www.nfplaw.org.au/covid19/governance-0