Div 3ADuties of officers etc

Division 3A—Duties of officers etc 39A—Duties of officers etc (1) An officer of an incorporated association must not, in the exercise of his or her powers or the discharge of the duties of his or her office, commit an act with intent to deceive or defraud the association, members or creditors of the association or creditors of any other person or for any fraudulent purpose. (2) An officer or employee of an incorporated association, or former officer or employee of an incorporated association, must not make improper use of information acquired by virtue of his or her position in the association so as to gain, directly or indirectly, any pecuniary benefit or material advantage for himself or herself or any other person, or so as to cause a detriment to the association. (3) An officer or employee of an incorporated association must not make improper use of his or her position as such an officer or employee so as to gain, directly or indirectly, any pecuniary benefit or material advantage for himself or herself or any other person, or so as to cause a detriment to the association. (4) An officer of a prescribed association must at all times act with reasonable care and diligence in the exercise of his or her powers and the discharge of the duties of his or her office. (5) A person who contravenes a provision of this section is liable to the association for any profit made by him or her and for any damage suffered by the association as a result of that contravention. 39AB—Reliance on information or advice provided by others If an officer of an incorporated association— (a) relies on information, or professional or expert advice, given or prepared by— (i) an employee of the association whom the officer believes on reasonable grounds to be reliable and competent in relation to the matters concerned; or (ii) a professional adviser or expert in relation to matters that the officer believes on reasonable grounds to be within the person's professional or expert competence; or (iii) another officer of the association in relation to matters within that officer's authority; or (iv) a subcommittee of officers on which the officer did not serve in relation to matters within the subcommittee's authority; and (b) the reliance was made— (i) in good faith; and (ii) after making an independent assessment of the information or advice, having regard to the officer's knowledge of the association and the complexity of the structure and operations of the association; and (c) the reasonableness of the officer's reliance on the information or advice arises in proceedings brought to determine whether an officer has performed a duty under this Act or an equivalent general law duty, the officer's reliance on the information or advice is, in the absence of proof to the contrary, taken to be reasonable. 39B—Provisions indemnifying officers or auditors (1) Any provision, whether contained in the rules of an incorporated association or in a contract with the association or otherwise, exempting any officer or auditor of the association from, or indemnifying him or her against, any liability to the association that by law would otherwise attach to him or her in respect of any negligence, default, breach of duty or breach of trust of which he or she may be guilty in relation to the association, is void. (2) Notwithstanding anything in this section, an incorporated association may, pursuant to its rules or otherwise, indemnify an officer or auditor against any liability incurred by him or her in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favour or in which he or she is acquitted. (3) Subsection (1) does not apply in respect of a contract of insurance.