Many South Australians play sport or engage in some form of social activity through a local club or association. Some even act as members of committees or boards for those organisations. This sort of community engagement is good for all – it keeps us healthy and active, gives us an outlet, and supports the state’s culture and economy. At the same time, being a sporting or social club, or a member of their committee or board, carries legal responsibilities and risks. This article briefly explains the core obligations and rights of those that run incorporated associations.
Key legislation
Most semi-professional sporting clubs and social or community groups are incorporated under state legislation. In South Australia, the key legislation governing this process and the administration and control of such bodies is the Associations Incorporation Act 1985 (SA) (AIA). There are equivalent Acts in each state and territory. While it is not compulsory to incorporate an association, the reasons for doing so often outweigh those against.
Why incorporate?
Incorporating your sporting club or community group is almost always advisable. Not only is it affordable (currently $254)[1] and provides a clear governance framework, but it also provides the committee or board members with legal protection by limiting their liability for the debts and obligations of the association. This is because, on registration, the association becomes a separate legal entity.[2] It can, in its own name, hold property, enter into contracts, open and hold bank accounts, borrow money, and more.[3]
Incorporation also has other benefits. For example, most government departments and local councils require applicants to be incorporated in order to access grant funding schemes. This is because providing funding to an incorporated association is lower risk. Those associations have legal personality, are subject to statutory governance requirements, and are generally perpetual (survive until formally dissolved through the prescribed statutory process). Further, and for largely the same reasons, being incorporated makes an association more attractive to insurers, lenders, and sponsors. In the sporting context, some governing bodies even require member clubs to be incorporated for affiliation and accreditation purposes.
The ‘downside’
Of course, incorporation also brings with it a greater level of regulation and formality (or ‘red tape’). Incorporated associations are subject to some ongoing expenses and reporting obligations, as well as statutory requirements such as holding meetings, maintaining constitutional rules, and appointing public officers (discussed below).
Incorporation also has an effect upon organisational culture. As an organisation becomes more formalised, member expectations often increase, with a corresponding demand for higher standards of professionalism and governance. At the same time, it can become more difficult to recruit volunteers willing to take on the increased responsibilities and compliance burdens associated with managing an incorporated entity.
Who can be on the board or committee of an incorporated association?
The rules of the association determine who has the power to administer its affairs. Those persons are deemed the ‘committee’ of the association.[4] Subject to the association’s rules, a person can be on the committee even if employed by the association.[5] Among those precluded from being on the committee (without an exemption from the Corporate Affairs Commission[6]) are bankrupts and those who have been convicted of specific crimes, including serious offences such as murder, rape or arson, or those relating to governance.[7]
It is always advisable to carefully screen prospective committee members to ensure they are appropriate and equipped for such a position. You do not just want people passionate in your sport or activity; you also need people who are reliable, diligent, ethical, collaborative, and communicative.
Legal obligations of committee or board members
Most of the obligations governing the committee or board members of an incorporated association derive from the AIA. However, some are imposed by the common law. Below are some of the key statutory duties. These duties apply to ‘officers’ of an incorporated association.
| Duty | Source |
|---|---|
| Act honestly and not engage in deceptive, fraudulent, or dishonest conduct in the exercise of powers or duties | AIA, s 39A(1) |
| Not misuse information obtained through the position to gain a personal or third-party benefit, or to cause detriment to the association | AIA, s 39A(2) |
| Not misuse position to obtain a personal or third-party benefit, or to cause detriment to the association | AIA, s 39A(3) |
| Act, at all times, with reasonable care and diligence in the exercise of powers and the discharge of the duties of the position | AIA, s 39A(4) |
An officer includes anyone who formally or informally participates in managing the association, such as committee members and key office-holders (president, secretary, treasurer etc.), whether or not they are validly appointed. It also extends to holders of managerial offices created by the association’s rules and to people whose directions the committee is accustomed to follow, excluding purely honorary roles such as patron.
The maximum penalty for violating any of these duties is $20,000 or 4 years’ imprisonment. Additionally, you can be liable to the association for any profit made and for any damage suffered by the association as a result of the violation.[8] As such, prudence and responsibility are crucial.
The members of an incorporated association’s management committee must also promptly disclose any direct or indirect financial interest in a contract or proposed contract with the association to the committee and, if applicable, at the next AGM.[9] If the committee member has any direct or indirect financial interest in a contract or proposed contract with the association, they must not vote or decide on that contract, though they may participate in discussions if allowed under the AIA.[10]
Along with the duties listed above, a current or former officer of an incorporated association is forbidden from concealing, destroying, mutilating or falsifying the association’s books.[11] The management committee of the association must also ensure that minutes from all general and committee meetings are recorded[12] and that accurate and timely financial and accounting records are kept.[13] Aside from being legal duties, these are also examples of basic good governance which any competent incorporated association should demonstrate.
The ‘public officer’
Every incorporated association is required to appoint a public officer,[14] who acts as the chief representative of the association for official matters such as receiving legal documents, signing formal paperwork, lodging returns, and corresponding with Consumer and Business Services (CBS). The public officer must be at least 18 years old and a resident of South Australia.[15] While they do not need to be a member of the association, they typically are. Their name must be registered with CBS. Failure to have a public officer for more than one month can attract a maximum penalty of $1,250.[16]
Benefits of the role
There are many benefits to being on the management committee of an incorporated association. Doing so enables you to actively shape the direction and policies of the association, providing the opportunity to contribute to decision-making and organisational growth. It also offers a chance to develop valuable leadership and governance skills, including financial management, strategic planning, and teamwork. For those seeking out job opportunities, these skills are transferrable and valuable, and club memberships are looked upon favourably by employers.
Moreover, committee members often gain increased recognition and credibility within the community (particularly regional communities), enhancing both personal and professional networks. Finally, being on the committee allows members to make a meaningful contribution to their community or sporting club, supporting its activities, events, and broader social impact. Although it does involve a little more work than mere membership of an incorporated association, it can be – and often is – highly rewarding to be involved at management level.
Pending changes to the law
The Associations Incorporation (Miscellaneous) Amendment Bill 2021 (SA) was introduced five years ago by the then Attorney-General, the Hon Vickie Chapman. If passed, it will introduce a host of changes to the AIA, including:
- requiring incorporated associations to have at least 5 members
- requiring all committee members to be aged 18 years or over
- permitting associations to limit (but not extend) the powers conferred upon incorporated associations under AIA s 25
- enabling the Associations Incorporation Regulations 2023 (SA) to prescribe model rules for associations generally, or any class of associations
- expanding the enforcement powers of the Corporate Affairs Commission to, for example, enter and inspect an association’s premises, compel association members to answer questions or produce documents, and deregister associations.
At the time of writing, the Bill remains stalled, with just a couple of clauses remaining to be agreed upon. As mentioned, there will be some impacts upon the rights and obligations of committee members of incorporated associations. It is critically important for sporting and community organisations to stay abreast of legal developments to ensure they fulfill their responsibilities.
Government of South Australia, ‘Starting an Association’ (2026) <https://www.sa.gov.au/topics/family-and-community/community-organisations/associations/starting-an-association>.
AIA, s 20(3). An incorporated association’s debts and liabilities are its own, except where its rules provide otherwise: AIA, s 21(2).
AIA, s 25.
AIA, s 29(1).
AIA, s 29(3).
Pursuant to AIA s 30, the Corporate Affairs Commission (CAC) can grant leave to allow an otherwise excluded person to be on the management committee of an incorporated association. The CAC is administered by Consumer and Business Services.
AIA, s 30.
AIA, s 39A(5).
AIA, s 31(1). Not every incorporated association must have an AGM. ‘Prescribed associations’ must. A prescribed association is one that had gross receipts in its previous financial year in excess of $200,000, or any greater amount prescribed by regulation, or which is otherwise designated by regulation as being prescribed. The current prescribed amount is $500,000: Associations Incorporation Regulations 2023 (SA), reg 4.
AIA, s 32(1).
AIA, s 58(1).
AIA, s 51(1).
AIA, s 39C.
AIA, s 56(1).
AIA, s 56(2).
AIA, s 56(4).
