How Are Committee Members Appointed, Removed and Replaced?

Disputes over who is on the committee are the commonest form of litigation involving associations. Sections 24 to 28 set out the mechanics, and the register kept by the Registrar is the public record of the result.

The first committee

Under section 24(1) of the Associations Incorporation Act 2023, a person named as a committee member in the application for incorporation, an application for re-registration or an amalgamation proposal “holds office as a committee member from the date of registration” until he or she ceases to hold office under the Act. The people named in Form 1 therefore become the committee automatically on incorporation; no further election is needed. Their terms then run according to the rules, which the Schedule requires to state the terms of office and the manner of election (Schedule item 5(a) and (b)).

Later appointments

Section 24(2) provides that all subsequent committee members “must, unless the rules of the incorporated association provide otherwise, be appointed by an ordinary or special resolution of the members”. Section 62(3)(a) confirms that the power to appoint or remove a committee member belongs to the members unless the rules say otherwise. The rules may adopt a different method: election by regional delegates, appointment of some members by a founding church or sponsor, ex officio positions, or co-option to fill casual vacancies (Schedule item 5(d)). Whatever the method, each appointee must have consented in writing on Form 2 and must not be disqualified under section 30; see who can be a committee member.

Removal by the members

A simple majority of votes cast at a properly convened meeting is enough, unless the rules require more or lay down a procedure. The rules cannot make a committee member irremovable, because section 62(3)(a) reserves the power to the members unless the rules provide otherwise, and a rule that removed the power altogether would be inconsistent with the scheme of the Act. A special meeting to remove committee members can be called by one-third of the committee, and must be called on the written request of members holding one-third of the votes (section 67). Where the members cannot act, for instance because the committee refuses to call a meeting, the National Court may order a meeting under section 70, and may itself remove a committee member for misconduct under section 45.

Ceasing to hold office

Section 26(1) lists the ways a committee member’s office ends: resignation; removal under the Act or the rules; disqualification under section 30; death or incapacity; or otherwise vacating office under the rules (for example on expiry of a term, on ceasing to be a member, or on missing a stated number of meetings, which Schedule item 5(c) requires the rules to address). Section 26(2) adds that a former committee member “remains liable under the committee member liability provisions of this Act for his conduct while a committee member”. Resigning does not wipe the slate.

Resignation

Under section 27 a committee member resigns by signing a written notice of resignation and delivering it to the registered office; it takes effect when received there, or at a later time stated in the notice, subject to the deeming rules in section 137 for documents sent by post or email. An oral resignation at a heated meeting is not a resignation under the Act; a signed letter is.

Notifying the Registrar within one month

Section 28 requires the association to file, in the prescribed form, notice of any change in the committee members, and of any change in a committee member’s name, residential address, postal address or contact details. The notice must state the date of the change and give the full details of every committee member from that date, including those continuing, and must be filed within one month after the change (for an appointment or resignation) or after the association became aware of it (for a death or a change of details). Failure attracts a late filing fee in addition to the ordinary fee, and every member of the committee who fails to comply commits an offence punishable by a fine of up to K1,000 or three months’ imprisonment (section 28(3)). The same rule applies to public officers under section 56.

Disputes about who is on the committee

The register is the answer. A person is a committee member of an incorporated association if named on the register as occupying that position (section 3). A certificate from the Registrar under section 150(2) that a named person was or was not a committee member on a given date is evidence in all courts. A faction that holds an unnotified election has, as far as the outside world is concerned, done nothing; and a committee member who has been removed but whose removal was never notified continues to appear as such. Where the register is wrong, the Registrar can rectify it under section 151 after notice to those affected, and a member can ask the National Court to order the committee to comply with the rules under section 52.