A director or officer must exercise their powers and discharge their duties with the degree of care and diligence that a reasonable person would exercise if they were a director or officer of a corporation in the corporation's circumstances, and occupied the office held by, and had the same responsibilities within the corporation as, the director or officer. The s.180(2) business judgment rule provides a statutory defence where the director makes a business judgment in good faith for a proper purpose, has no material personal interest, has informed themselves to the extent reasonably appropriate, and rationally believes the decision is in the corporation's best interests.
Working draft, not legal advice
The plain-English summary above is drafted by Venue Axis as a navigation aid. The citation is the authoritative source — treat it as the definitive reference. For a legal interpretation of this obligation in your venue's context, talk to your counsel.
Civil contravention of a civil-penalty provision under s.1317E; pecuniary penalty up to the statutory maximum (currently the greater of 5,000 penalty units or three times benefit obtained for individuals); compensation orders under s.1317H to the corporation for damage suffered; possible director-disqualification orders by ASIC under s.206C. The business judgment rule at s.180(2) is a defence the director must establish, not a presumption.
Consequences are summarised from the underlying legislation. Specific penalties depend on the breach pattern, prior history, and the regulator's enforcement posture. Talk to a liquor and gaming lawyer for a definitive view of your venue's exposure.
Registered clubs must hold an AGM each year within the timeframe set by the Act and the club's constitution, with proper notice to members. …
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A person must not sit as a director if they are bankrupt, disqualified by ILGA, or otherwise ineligible under s.30A. The secretary must conf…
The club must keep a current register of all members with the particulars required by the Act. The register must be available for inspection…
Transactions between the club and a director (or an entity a director controls or benefits from) must be declared on the COI register, appro…
Directors, the secretary, and KMPs must declare any conflicts of interest on appointment and have them reviewed at least annually. The regis…
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