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Who runs the organisation?

We'll guide you through the key positions in a not-for-profit organisation, including the roles and legal duties of committee members and office holders.

Content last updated 06/02/2024

Responsibilities of the board and committee members


  • setting strategic directions
  • hiring staff
  • whether to take disciplinary action against a member
  • which contractors or service providers to engage, and
  • what activities to undertake

  • how meetings are held
  • who is on your board and what skills they have
  • how new committee members are inducted
  • how frequently the board meets, and
  • how board papers are prepared and distributed

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

  • why is board induction important?
  • who is responsible for board inductions?
  • what should happen before an appointment to the board?
  • what should be covered in a board induction?
  • performance and development of board members, and
  • a checklist to support the board induction process

  • the duty to act in good faith and for a proper purpose
  • the duty to act with reasonable care, skill and diligence
  • the duty to not misuse information or position
  • the duty to disclose and manage conflicts of interest, and
  • consequences of breaches of duties
Duties Guide
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Duties Guide without appendix
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You can find more information on the Governance Standards on the ACNC website. The ACNC has also produced Governance for Good, a guide for charity board members.  

For more information about how to run a company limited by guarantee or an incorporated association in Victoria or New South Wales, go to our guides.


  • what is a payment to a board member?
  • can your organisation pay a board member?
  • should your organisation pay a board member?
  • if your organisation decides to pay a board member, what steps should you follow?

  • the different protections available to board members
  • the difference between volunteer and paid board members
  • legal duties and responsibilities of board members
  • the thing you can’t protect against – reputational damage

  • what does it mean to be insolvent?
  • the duty to prevent insolvency
  • consequences of breaching the duty
  • protecting against insolvency
  • key warning signs of insolvency
  • what to do if you think your organisation is insolvent or nearing insolvency, and
  • finding insolvency experts

We collaborated with the Australian Charities and Not-for-profits Commission (ACNC) to develop the guidance, 'Charity reserves: financial stability and sustainability'.

The guidance covers: 

  • what financial reserves are and where they come from 
  • why it is important to have reserves 
  • appropriate levels of reserves, and 
  • who has responsibility for reserves 

While this resource is directed at charities, it is relevant to all not-for-profit organisations.  




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