Who Can Be a Committee Member of an Incorporated Association?

The committee runs the association, so the Act polices who may sit on it. The rules are tighter than under the 1966 Act and mirror the disqualifications for company directors.

Consent in writing

Section 23(1) of the Associations Incorporation Act 2023 provides that a person “must not be appointed a committee member of an incorporated association unless he has consented in writing in the prescribed form”. The prescribed form is Form 2 in the Schedule to the draft Regulation, in which the person consents to act and certifies that he or she is not disqualified. The consents are kept with the accounting records, not filed, but must be produced if the Registrar requires (section 23(2) and (3)). Form 2 is on the forms page in Word and PDF.

Who is disqualified

Only a natural person may be appointed (section 30(1)); a company or another association cannot sit on the committee, though it may be a member. There is no requirement that a committee member be a member of the association unless the rules say so, and no requirement of residence except that at least one committee member must be ordinarily resident in Papua New Guinea (section 4(d)).

What is a “relevant offence”

Section 3 defines it widely: an offence connected with the promotion, formation or management of an association, company, business group or business name punishable by at least three months’ imprisonment, whether or not imprisonment was imposed; any offence under this Act; any offence involving fraud or dishonesty; an indictable offence involving violence against persons; an offence under Part VIA of the Criminal Code; an offence under the Anti-Money Laundering and Counter Terrorist Financing Act 2015; or an offence under Part II of the Proceeds of Crime Act 2005. A conviction for assault, stealing, misappropriation or false pretences therefore bars a person from any association committee for five years, and a person convicted of, say, failing to lodge an annual return under this Act is likewise barred.

The Companies Act prohibitions

Sections 425, 426 and 428 of the Companies Act 1997 disqualify persons convicted of company offences and persons whose companies have failed through mismanagement, and allow the Registrar and the Court to prohibit persons from managing companies. A person prohibited from company management is automatically barred from association committees, unless he first obtains the leave of the Court under section 31, which may be given on conditions; breaching such an order is an offence carrying a fine of up to K10,000 or six months’ imprisonment.

Disqualification by the Court

Independently of section 30, the Court may under section 32 order that a person not be a committee member, promoter or public officer, or take part in management, for up to five years, on the application of a liquidator, member, committee member, creditor or the Registrar, on 20 days’ notice. See disqualification and removal by the Court.

Acting while disqualified

Section 30(3) provides that a disqualified person who acts as a committee member “is taken to be a committee member for the purposes of any provision of this Act that imposes a duty or an obligation on committee members”. The person gets the liabilities without the office. The appointment itself is ineffective, and an objector can rely on it under section 9(1)(i) at incorporation. An association should therefore ask each nominee to complete Form 2, which contains the certification of non-disqualification, and should treat a false certification as a false statement under section 163.

The public officer compared

The qualifications for a public officer in section 54 are the same with one addition: a public officer must be ordinarily resident in Papua New Guinea, and vacates office on ceasing to reside here (sections 54(2)(f), 55(2)(e)). See the public officer.