The public officer is the one office the 1966 Act made essential and the 2023 Act keeps. Its role has been expanded: from a passive address for service into an officer with defined powers and duties.
Appointment
Section 53(1) of the Associations Incorporation Act 2023 provides that the person named as public officer in the application for incorporation or an amalgamation proposal holds office from the date of incorporation or amalgamation. Later public officers “must, unless the rules of the incorporated association provide otherwise, be appointed by an ordinary or special resolution of the committee” (section 53(2)). Unlike committee members, who are appointed by the members, the public officer is the committee’s appointee. An association may have more than one (section 4(e)).
Qualifications
Section 54 disqualifies the same people as section 30 does for committee members, namely persons under 18, undischarged bankrupts, persons prohibited under sections 425, 426 or 428 of the Companies Act, persons convicted of a relevant offence within five years, persons of unsound mind, and persons who do not meet the rules’ qualifications, and adds one more: a person who is not ordinarily resident in Papua New Guinea (section 54(2)(f)). The public officer is the association’s point of contact in the country and must be here. Only a natural person may be appointed.
Removal and vacancy
Subject to the rules, the committee may remove the public officer at any time (section 55(1)). The office also becomes vacant on death; bankruptcy or an arrangement with creditors; unsound mind; resignation by writing addressed to the committee; ceasing ordinarily to reside in the country; or removal (section 55(2)). A vacancy must be filled, because an association without a resident public officer no longer satisfies section 4 and is liable to removal from the register under section 108(b).
Notice of changes to the Registrar
Section 56 requires the association to file, in the prescribed form and within one month, notice of any change in the public officer, of a change in the public officer’s name, residential address, postal address or contact details, and of any change in the public officer’s authority to bind the association to contracts. The notice must state the date of the change and give the details of every public officer from that date. Failure attracts a late fee and a fine of up to K1,000 for every member of the committee (section 56(3)). The public officer’s details on the register are among the records members may inspect under section 84(1)(d).
Powers
A public officer may (a) perform the functions and tasks set forth in the rules or, consistently with the rules, prescribed by the committee; and (b) “enter into contracts on behalf of the incorporated association but only if such authority has been granted by the committee to the public officer on the application to incorporate or on a notice of power to enter contracts filed with the Registrar on the prescribed form”.
The contracting authority is therefore public and searchable, and the committee may withdraw it at any time by filing a notice of termination (section 57(2)). Typical functions assigned by rules or committee are receiving and serving documents, maintaining the register of members, filing annual returns and notices, keeping the seal, and corresponding with the Registrar, the bank and funders. Section 57(3) makes clear that the public officer’s powers do not eliminate any liability under the rules or as a shadow committee member, and section 38(3) makes clear that assigning tasks to the public officer does not relieve the committee of its own responsibilities.
Duties
Section 58(1) requires a public officer to act in good faith, with the care an ordinarily prudent person in the position would exercise in similar circumstances, and in a manner the public officer reasonably believes to be in the best interests of the association; a public officer who performs the duties in compliance with the section is not liable for any decision or failure to act (section 58(2)). The unpaid public officer has the same shield from monetary damages as the unpaid committee member, subject to the same four exceptions (section 58(3) and (4)). Section 59 forbids the public officer from exercising any power in which he or she has a material interest unless it is first disclosed to the committee and the committee expressly permits it. Section 60 makes it an offence, punishable by a fine of up to K10,000 or two years’ imprisonment, for a public officer to act in bad faith, or believing the conduct is not in the association’s best interests or will cause it serious loss.
Service of documents
Under section 136 a legal document may be served on the association by delivery to a committee member named on the register, to an employee at the principal place of business, or at the registered office. The public officer is not named in that list, but as the person who typically staffs the registered office he or she is usually the one who receives process, and section 136(2) allows the association to give notices and make demands under the hand of a public officer. See service of documents.
Pick someone resident, reachable, organised and willing to sign a consent; give them a written statement of functions; decide whether to file contracting authority; and notify every change within a month. The public officer’s email is the address the Registrar will use for the online registry (draft regulation 12), so keep it current.
Sources
- Associations Incorporation Act 2023 — ss 4(e), 38(3), 53–60, 84(1)(d), 108(b), 136
- Associations Incorporation Regulation 2026 (draft) — reg 12; Schedule Form 1 item 5; not gazetted; not on PacLII
Before relying on anything here, read the current text of the Associations Incorporation Act 2023 and check for later amendments. If a decision matters to you, get advice — start with the Office of the Public Solicitor, or find a firm in the law firms directory.