组织化概念普及(九)：管理委员会

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Management committee
管理委员会

Incorporated associations
The management committee is responsible for managing the affairs of the association in accordance with its constitution and the law. Each member of the committee should be familiar with the association's constitution and legal obligations.
管理委员会更具章程和法律有责任管理组织的事物。所有的委员必须熟悉组织章程和法律义务。

The constitution of an incorporated association must set out the composition and function of the committee. It must also make provisions regarding:
组织章程必须设定委员会的组成和功能。必须包括如下内容：

•the election or appointment of committee members
•the qualifications for membership of the committee
•the terms of office of the committee members
•the ability of committee members to hold more than one position
•the grounds on which, or reasons for which, the office of a committee member is to become vacant
•the filling of casual vacancies occurring on the committee
•any restrictions on employees becoming committee members
•the minimum number of committee members required (the quorum) and procedures at meetings of the committee.
委员的选举或者任命
委员的资格
委员的官方任期
委员能否担当多个职位
委员为何空缺
委员在突发空缺情况下的补充

Who can be a member of the committee?
谁可以成为委员

Can a member of the committee be paid?
委员是否可以获得报酬

What are the responsibilities of the committee members?
委员的职责

What is the role of authorised signatories?
授权签字者的角色

What records must be kept?
那些记录必须被保存

Need more information?
Who can be a member of the committee?
The committee must have three or more members, aged 18 years or over and reside in Australia.
委员会必须有三个以上的成员，超过18岁并且居住在澳洲

Where an employee is to serve as a member of the committee, care is needed to avoid situations where a conflict of interest arises.
一个职员在何处以委员身份提供服务，需要避免引起纠纷的状况
The model constitution specifies the committee will have seven members consisting of four office-bearers and three ordinary committee members. The office-bearers will be the:
示例章程指定委员会由7个委员组成，其中4个组织官员和3个普通成员。组织官员可以是：
•president
•vice-president
•treasurer
•secretary.
主席
副主席
财务官
秘书
A committee member may hold up to two offices.
委员最多担任两个职位

Can a member of the committee be paid?
委员可以接受报酬吗？
A committee member may only receive an authorised payment for remuneration.
委员只能接受被批准的报酬

An association’s constitution should contain a provision regarding payments made to committee members to avoid disputes.
组织章程需要包含报酬的相关内容以避免争议

What are the responsibilities of the committee members?
委员的责任是？
The committee is responsible for:
委员的责任有：

•ensuring all documents in their possession, belonging to the association, are delivered to the public officer within 14 days after vacating office
•ensuring the required particulars are provided for inclusion in the register of committee members
•disclosing an interest in a matter that conflicts with the performance of their duties, not to use information acquired as a committee member dishonestly and not to use their position dishonestly
•appointing a public officer and ensuring that any vacancy is filled within 28 days
•appointing additional authorised signatories and removing such appointments
•ensuring that annual general meetings are held within 6 months after the close of the association's financial year
•ensuring that the association's full name appears on all official documents and publications
•ensuring proper financial records are kept and financial statements prepared in accordance with requirements for either a Tier 1 or Tier 2 association
•ensuring that the association does not incur debts that are not expected to be repaid
•ensuring that the association does not do any act with intent to defraud
•ensuring that any document addressed to the association is brought to the attention of the committee as soon as practicable
•complying with any additional duty set out in the constitution.
确保任期内所有组织文档在离职后14天内提交给PO
确保提供委员登记需要的资料
披露于委员职责冲突的利益因素，不滥用委员职位获得的信息并且不利用委员地位不忠

In addition, members of the committee should:
额外的，委员需要：

•be aware of the duties of the public officer and ensure they are properly carried out
•use reasonable care and skill in the performance of their duties
•act in good faith and in the best interest of the association
•ensure that new committee members are aware of their statutory obligations and responsibilities to the association.
了解PO的职责并确保这些职责被履行
合理关心以及运用技巧来履行职责
忠于组织，以组织利益为重

What is the role of authorised signatories?
授权签字人的角色是？
An authorised signatory is a person who has authority to sign official documents on behalf of the association.
授权签字人可以以组织的名义签署文件。

The public officer is automatically one of the authorised signatories. The committee may appoint additional authorised signatories from among the committee members. An association must have at least two authorised signatories.
PO自动成为一个授权签字人。委员会可以在委员中指定额外的授权签字人。一个组织必须有至少2个授权签字人

An association can execute a document by using a common seal, witnessed by two authorised signatories, or just by having two authorised signatories sign the document.
组织可以使用一般密封，在两位授权签字人或者两位授权签字人签字的情况下签署一个文档。

The committee should notify any change in its authorised signatories to any party they deal with regularly.
委员需要通知所有相关政党，当授权签字人变更的时候

What records must be kept?
那些记录必须被保存？

Register of committee members
委员名册

An association must keep a register of committee members. The register must be kept at the main premises of the association or the association's official address, which must be in NSW.
组织必须保存委员名册。名册必需保存在组织NSW的办公地址初

The register must be made available for inspection, free of charge, by anyone and must contain the following particulars:
名册必须包含以下信息以供免费检查

•the committee member's name, date of birth and residential address
•the date of appointment to the committee, their position and the date the appointment ceased
•the name of any members of the committee to hold the positions (if any) of president, vice-president, secretary or treasurer.
委员名字，生日和居住地址
委任日期，职位以及到职日期

The register must be updated within 1 month of any change in the committee’s membership occurring.
名册必须在委员变化发生1月内更新

Authorised signatories
授权签字人
It is important an association keeps accurate records of its authorised signatories, in particular the appointment and release of any such appointments.
对组织来说，保存准确的授权签字人记录是很重要的，特别是授权和扯权的日期

It is suggested that these records be kept with the register of committee members. The particulars should include:
建议这些记录由委员保存，信息包括：

•name of the authorised signatory
•position (eg. public officer, committee member)
•date of appointment and the date appointment ceased
•reason appointment ceased (eg. release, resignation, removal from position of public officer by general meeting)
•reference in minutes for tracking of the relevant appointment or revocation.
授权签字人的名字
职位(如：PO，委员)
授权日期以及撤权日期
扯权的原应(如：任期到期，离职，普通会议决定解除PO职位)
相关授权，撤权的会议记录

Register of disclosure of interests
披露厉害关系的登记表

The committee must also maintain a register disclosing a direct or indirect interest of any committee member that could stop a committee member from performing their duties.
委员必须维护一个披露可以停止供职的直接或者间接利害关系登记表
The register must be kept with the register of committee members and available for inspection by any member of the association upon payment of a fee as determined by the committee. The maximum fee that may be charged is set out in the Associations Incorporation Regulation 2010.
登记表必须由注册委员保存并且供所有成员更具委员制定的收费标准进行查询。最大查询费在Associations Incorporation Regulation 2010有规定

Minutes of meetings
会议记录
The association must keep minutes of the proceedings of all its committee meetings and general meetings.
组织必须保留所有委员会议和普通会议的会议记录

If the minutes are, in whole or part, in a language other than English a copy of the minutes in English must be kept with those minutes
如果会议记录有其他文字，需要保留英文翻译副本

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